Breathing Air
by NERD-AVENGER
Summary: The first time he saw her was an accident, the second was by choice, but the third time was out of fear. How obsessions eventually lead to true romance. Helga/Brainy
1. Prologue

Working Title- Breathing Air

Prologue

Plot summary-

The first time he saw her was an accident, the second was by choice, but the third time was out of fear.

A/N: I know that Brainy and Helga met before when they were in preschool and that for the most part, Brainy is supposed to be smart. In this story, I've changed it a bit.

Accident-

At first, Brainy came to dark alleys just to be alone. School was always a wreck for him and no one would ever miss him. From the very first day of fourth grade, people have been calling him by the wrong name. It all started when he assembled into his homeroom class where Ms. Otis had called for attendance. She breezed through the first couple of names, but as she started nearing the end of the list and her mind starting spacing out, she was mutilating the names so that they were barely recognizable. The kids had thought it funny.

"Bowie Millburn?"

"….Here." said an embarrassed Boris Miller. Snickering and jeers followed. The poor nine-year-old's face redden and he attempted to hide his head under the desk. From this new viewpoint he could see gum amassed from at least fifty other students over the years.

The teacher absentmindedly nodded and continued on down the list.

"Brainy-"

Her next words were cut off as several students burst out laughing. Several scanned the room trying to search for the nerd with the ridiculous name.

He was missed a couple of times, though when he tried calling out to the teacher that his real name was Brian, he was pointed out immediately. The kids started laugh openly in his direction, while the meaner ones started to come up with horrible jokes to entertain the class and humiliate him.

The teacher snapped at them and asked again where Brainy was. She apparently didn't realize the mix up and why the children were laughing.

The only thing she saw was a group of misbehaving kids surrounded by another 'bad' kid. So Brian/Brainy was sent out of the room and by word of mouth that was what he was soon called.

For Brainy, he was constantly picked on. He was weak, wore glasses and breathed funny. Most of the time he was thought of as queer and so was given a large berth, but to bullies, he was a punching bag that was always available.

On the day he first saw Helga he was trapped inside a locker of smelly socks and was sort of desperately trying to escape the putrid smell. He had only calmed down after he realized that there was virtually no hope and that was going to pass out from the stinky fumes when he heard a voice outside his deathtrap. He pressed his face up to the only opening of the metal coffin and caught sight of a girl with blond hair and a pink dress standing with her back to him. He saw her sigh and watched to see what she would do. It was some time before something actually did happen and by then it had caught him completely off guard.

The locker door opened suddenly and he was sent tumbling out. He landed hard on the floor and a mountain of bad smell (the socks) followed him.

Helga heard someone's strange breathing coming from behind of her. Angry that someone was spying on her, she spun around and using sheer force of will, busted open the locker door and out came the offending garbage.

The sight almost surprised her. Though the boy did kind of looked like a stalker, it wasn't exactly smart to pack yourself in with some unhygienic laundry that you didn't get around to doing.

She soon got over the shock anyhow. She dragged the disheveled boy up onto his feet and using her impulsive anger socked him in the face.

Deed done she walked off satisfied. Brainy was just satisfied that he wouldn't have to die just yet.

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Choice-

The second time he saw her, he was hiding out in a back alley near the school when he made out a figure dashing into the darkness and looking like they were hiding too. Brainy made no move to identify this newcomer and kept quiet. He had learned from experience that it wasn't always wise to look for companions in shady places like this.

Brainy stayed still and tried to regulate his breathing. His eyes were still just getting used to the darkness, so he had no doubt that whoever it was couldn't see him (but they did have ears). With each passing moment, he saw more and more detail around him and not just the gray bits. Texture such as dirt became clearer to him. He was able to make out shapes and could see the form more clearer. Color….

He was skeptically at first. Maybe the dimness of the alley made it appear gray and he was imagining it. He moved closer. He winced when his foot skidded a rock across the pavement. The sound seemed to scrape the insides of his ears, but the person took no notice, gazing out into the street still partially obscured from view.

He somehow managed to make it within in ten feet of her, but didn't dare go any closer. It was all he needed. The pink bow and pigtailed hair confirmed her identity and he slowly melted back into the shadows.

Helga continued to gaze longingly outside the alley. She was watching Arnold and his friend what's-his-name joke with each other as they walked over to someone's else house to hang out at. She concentrated on that football headed dweeb and did so long after they moved out of view.

She languished in her own lovesickness for a boy she was sure thought that she hated him. She wanted him to like her, he was the only one that ever showed her kindness when her own family ignored her, but she also feared rejection and public humiliation. She put on a tough front and acted bossy so that no one would know of her secret crush. She disregarded anything that had to do with acting girly, never mind that she dressed like a stereotypical one. Only when she was alone did her soft side come up. The intelligent (yes, intelligent, she just doesn't put any effort in school, you know, the tough guy act?), emotional and poetic side of her that made her into two extremes during the day can only be viewed as bizarre.

Alone, supposedly, to her thoughts Helga took out her locket containing Arnold's picture and glanced at it briefly before going on one of her emotional monologues. Love, hate, Arnold and intense passion all rolled up into two minutes and thirty-five seconds of dialogue finally ending with a twirl and an unpleasant face-to-face with a stupid Brainy, who was caught up in the moment and had came just a bit too close for comfort.

A fist was all she needed. A fist is what he got.

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Fear-

Following that intense moment, Brainy found himself spending all the moments he had not running from bullies to hiding around corners and in nondescript places hoping that he would stumble upon the antagonized girl.

He hadn't much luck, until he realized that he actually needed to go to school. Of course he went to school now, but it seemed that he was only there for two reasons: to take up space and to get wailed on. There is logic though: To search for a schoolmate, go to school. It was obvious that he should have known already.

In the waking hours when he was trying furtively to think of a place she would be, he would begin to think more about that day in the alley. He was sure that he had hidden himself a good distance away from her, putting things such as trashcans and abandoned "hobo homes" between them. Then she started to speak and he just remembered that he had to get closer to hear. Then her face came into view and like déjà vu a fist came hurtling out of nowhere and his face was then kissing the grimy floor hello. Little of what Helga had actually said was remembered after that.

Eventually as the days started to pass by, he began to think that maybe he wouldn't see her ever again. This worried him, to the point of obsession. He began to put serious effort into his frenzied search for the odd face-puncher.

It was during one of his own runs from the usual lot of bullies that he had "accidentally" bumped into her again. In truth, he was more than used to running through dark alleyways to know when someone else was hiding out in there.

He stopped breathing temporarily, as he took her in. She was dressed for some sort of occasion, and even in the dark she seemed radiant. Before running into her, she looked like she was looking for her Arnold. He heard footsteps.

He ran for his poor dear life. It wasn't a good thing that he had stopped to admire Helga, but he didn't care. It was worth it.

The chase wound tighter and of course he was caught. Already irritated that he had kept them running for so long, they made sure to picked on him doubly hard.

She found him afterward, looking pretty messed up. She had at first looked angry, like she was going to yell at him for shoving her earlier, but after taking in his current state, her face softened.

The next day, no one chased him, but then again, that was also the day that Helga got a detention for slamming her fist through several students' lockers, and then throwing their books at them. Forever will their homework suffer not just because she had probably ripped them apart, but also because she broke a couple of their fingers in the process.

The situation had changed between the two of them, if not just a little bit.

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A/N: Well, that's the first chapter or well, it could be. I'm really considering leaving it as is, since it could just stand-alone without any further explanation. I actually have a couple of chapters planned out for when the two are older but I'm unsure if I should post it. I have no clue if I can come up with a proper ending (I came up with this chapter last year and only just now decided that it had more potential), so right now the chapters are just floating around and I could only bring myself to post this one bit.

Review and tell me what you think, I'll try not to disappoint you BrainxHelga fans!


	2. Ch1: Changed

A/N: I know it's been a year or so since I last posted this story, but I think that since there's been a real lack of Brainy x Helga stories, that it would be appropriate to post the rest of the story. Bear with me people, it's been a reaaaaaally long time and I'm still working out the kinks of the rest of the plotline, but essentially this chapter is complete. Enjoy! ;D

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PRESENT

It had taken many years for Brainy to establish that he really was in love with Helga rather than just interested in the poetic muses of the pink-clad girl. He had to admit that if he was not able to establish his own feelings on the matter, he would have taken it as an obsession, one that he'd gladly follow for the rest of his life, but it was more than that. He wanted to be part of her happiness.

They were in their Junior year of High School, and not much had changed since 4th grade. Well, emotionally not much had changed. Helga was still in love with Arnold despite her constant attempts to rid herself of the idea that they were meant to be and the pain of an unrequited love, Arnold was still in love with…whatever flavor of the month it was, and Brainy knew without a doubt that he was more than taken with Helga.

Helga had matured the last couple of years. Still as headstrong and tomboyish as ever, she had soften to a degree. She was not picking on other kids recently and she was expressing her poetic and intelligent side more. She was making straight A's in all her classes and though she'd casually write it off as being the work of a nerd that she'd bullied into helping her, most people knew by now that her grades were her all her own.

There were many events going on that caught the eye of the teen, and she participated more openly in them and through less convoluted ways to protect her personal interest in the events. She had participated in more plays (thankfully no more was done on Romeo and Juliet) and occasionally she played on the girls basketball team (when she felt like showing up).

Though her writing teachers offered Helga high praise for her beautiful style of writing, Helga held much back. For her, a confession to Arnold would be the release she needed to be completely true to herself, but there was perhaps more to the change than Helga could solely account for her own doing.

Always in the shadows yet never far from Helga, in the last couple of years Brainy had seemingly disappeared completely from Helga's life. She almost never saw him, and she certainly never thought of him, but unbeknownst to her she owed him her new found life, a life completely free from the violence and turmoil her old self was sure to bring.

PAST

For Brainy, much had changed.

Over the years Brainy had fallen harder than ever for the dichotomic nature of the pink-clad girl and had established a rhythm where he soon knew at exactly what time and place he had to be to find Helga. It was near instinct now. Her punches were brutal, and he couldn't exactly replace or fix his glasses all the time, but he somehow managed. (He started wearing contacts; it was just cheaper and less risk for glass cuts than his glasses) She became almost an obsession to him.

It had already been four years since the two first "met". It had become almost routine now. Her going off on wild adventures, with the sole aim of confessing her love to Arnold, and he, Brainy, going everywhere that she went, loving her from afar yet wanting to be near her.

There was perhaps only one time that something came close to breaking that routine before the "event" that solidified the invisible yet permanent wall between the two. It was during that neighborhood crisis, when the gang had to work together to save themselves from being evicted from the only home that they'd ever known.

He'd been watching her, as Helga used stealth and secrecy to aid Arnold. He saw her steadily work herself into hysteria over the loss of her home, a place that was so near to her own love, and he saw how it was driving her closer to confession in the only way that desperation can offer.

He felt the anticipation of it, and the inevitable fact caused him to panic. All those missed chances where he should have told her how he felt and now it was going to waste all because she finally had the guts to admit her own feelings before him.

Though things hadn't gone as planned for Helga, it had gone far enough for Brainy to realize that he would have to give up his love for her. At the very least he would have to conceal it better. He wanted her to be able to have a happy and carefree life, one where she wouldn't have to conceal her true feelings and pursue her own love. Even if it was at the expense of his own feelings, he would not let her suffer anymore.

A deep feeling of sorrow welled up inside Brainy a the impact of his decisions hit his psyche. No more stalking Helga, no more punches in the face, the one true ritual contact between the two.

He didn't think that he would be dropping out of school in order to protect her, but he was smart wasn't he? His name (nickname) wasn't Brainy for nothing. He'd learn somehow.

Within a year Brainy was back in school. No one had really noticed that he was gone, but he was fine with that. The truancy officers had been on his trail for months before they managed to corner him. Life on the run (and that of one of the biggest cities in New York) had taught him how to deal with all kinds of people and he soon had connections beyond that of any incoming freshman into High School. He was glad that he could be close to her again, and even though he knew he should stay away from her, things fell back into routine. He was grateful, until the "event" shattered his dreams once again and he fell back into life on the streets. He wouldn't come close to her again. At least, he thought so.

PAST

Helga ruffled the hem of her dress and sighed. It had been nearly two years since she had become a teenager (making her fourteen/fifteen if you think about it) and she was still stuck wearing a pink dress.

Looking back into the familiar window-shops, Helga realized where she had been heading this whole time. It had been years since she had been down this street, and it was in analyzing a particular flower shop that she had seen her reflection in its windows.

It wasn't like puberty had been cruel to her or anything. In fact, lately she had been getting a lot of stares from the opposite sex, something that she still wasn't getting used to. Helga didn't feel changed though, just more in tuned with her inner self. Lots of the previous aggression that she had felt as a kid just didn't apply to her anymore, especially since getting over her obsession with Arnold.

Well, she couldn't say for sure that she was over him. The locket she had of him was still something she wore everyday. It was more of an accessory now rather than an actual reminder of her first love, and she has had it for so long that she couldn't really see herself going without it in the near future.

She continued moving down the street, no longer lost in thought as it had been when she had first started walking, and started to recognize certain landmarks as she went along. Over there she remembered getting into her first fight, by that stoop was a weird kid who wouldn't grow up and leave it, and in that tree was where a scared boy hid while she hunted for him because he had made fun of her big, pink bow.

She idly touched her hair and recalled the memory. She remembered being so angry she had tore off the bow and had given the boy a sound beating. She also remembered losing it that day and searching frantically for it. Her hair now was too long to stay up in its usual 'defy-gravity-with-my-broom-like-hairdo' and now just hung limply over her shoulders in two pigtails with a substitute pink bow that was more subdued-looking than her previous one.

Turning the corner she viewed her destination. It was her old elementary school and the sight of it made her sigh. Ducking into an alleyway to be alone with her thoughts she couldn't help but wish she was still her old, brazen and bully-ish self. Sure she was considered mean, but she had ruled the school back then! She had punched nearly everything that annoyed her in the slightest, and even guys bigger and scarier than her feared her tough-guy front. Now what was she? Prettier, maybe, but no longer such a tomboy.

A dark shadow crossed her path and she had to be annoyed by this. Didn't people in dark alleys leave other people in dark alleys alone? Some of her old self, she felt, was all rallied up for a challenge and this seem to fit the bill. Picking her head up, she looked the dark man in the face. "What do YOU want?" she said in what she hoped was a voice full of intimidation.

She must not have done a good job because all the man, or boy really- he seemed about her age- did was shove a gun to her forehead.

_I'm gonna die! _Helga panicked over and over again in her mind (this in itself is actually more like her old self, she was always the first to panic in these kind of situations). This was probably not the best day for her to be her old self but something about the situation made her defensive side show up.

In the seconds that it took for her to make her decision, her body was already moving. Her arm pulled back, her fist ready to strike and she ducked low to the ground to avoid the blast of the gun as he pulled the trigger. Her fist connected readily with the attacker's gut, though weakly. She stared in horror. Here she had just barely dodged a bullet to the head, and she was wasting time trying to take on the assailant? She should be running! Never mind that she USED to be able to take on guys more athletic than this guy, times had changed! She was just about to take her own advice when the guy's rough hands just _had _to reach out at the moment and snag her arms. He had an iron grip on her relatively slender arms and she could see that no amount of struggling would get her out of this mess.

Which makes what happened next a near mystery to her. She saw the attacker loosen his grip on her until he let go altogether and that now there was now TWO figures that she should be afraid of. The two wrestled each other on the floor and the smaller of the two was surprisingly winning. Helga backed away from the scene and just about had a heart attack when she saw the gun being flung in her direction. It landed harmlessly enough on the floor next to her, but it still disturbed her that it was about to blow her brains out a few minutes ago.

Finally, the fighting stopped and she chanced a look to see who had won. Whether it was her attacker or rescuer, she was still going to be pretty freaked out by who she saw.

Brainy, for whatever reasons, was looking pretty messed up as he stood over the loser and this seemed to scream a whole lot of questions into her brain.

_Did Brainy just rescue me? Or was he the one who had the gun and I just didn't notice? Did the real rescuer run and leave behind this dork to confuse me? Really, why was Brainy here?_

Taking a deep breath, Helga saw that the guy lying unconscious on the floor was indeed the guy with the gun and that she had been in fact, rescued by one of the weakest guys she had ever known back in elementary school. She swore that even Phoebe was probably stronger than him! Not that anybody really knew that much about him to begin with…

She might not have been scared of Brainy back then, where he was constantly following her and showing up in all of the most inconspicuous places breathing hard and heavy in her ear while she was swooning over Arnold. He was a creep back then, but now he was even more so. If he can take out a man with a gun than that must mean that she's known less about him than she thought.

The way it's always been between the two of them was that she would dream about her football-headed dweeb and then he would interrupt the moment. ALWAYS did it end with him getting punched in the face, though it embarrassed her to think that on other occasions it was different (as in he got a kiss outta her instead when she was too much in the moment to realize who it was). Of course, she hadn't seen him in a while but that doesn't mean he wasn't probably in the background, somehow going unnoticed.

She looked at him now, fully realizing just how much of a different person he was now. He did seem taller than her, but not by much and with him not looking smitten by her as usual, he actually kind of looked handsome though he still retained his boyish features. How he maintained his hairstyle was beyond her. He was unkempt, yet he somehow fit right in with the dark surroundings. In a world that had changed so much for her, he had remained constant. An oddly comforting thought for a stalker, but he did just save her didn't he?

'He' finally looked to her and she could tell from the expression on his face that this isn't the first time that he's taken out someone in a method that didn't consist of him lying fainted on the floor for someone to trip on. As battered as he was, he was fine. SHE wasn't though. It was awfully awkward being here in this sort of situation.

He looked like he was about to say something, but had opted instead to stare blankly back at her. It was a strange sight, and she felt that after all this time, this would be their first real interaction in a while.

"You're hurt," she blurts out, just to fill in the silence. She scolds herself, because that is exactly what a damsel-in-distress would have said, and she has no idea where she was about to go with that. She looks at him again and focuses in on what had caused her outburst. A mean-looking gash was started to bleed through the shoulder of his shirt, where he followed her gaze and started to staunch the wound with his hand.

Impulsively, she reaches over to help him, her medical-training kicking in. Right after middle school was when she had dropped the tomboy act altogether, and the most memorable of this was when she actually started paying attention in school in time to learn how to treat a cut with more than just a Band-Aid.

He seemed to want to wince at the contact, but allowed Helga to help him. He was strangely cool to the touch and it was only now that she realized that his weird breathing, a known characteristic of his, was gone. His breathing was now deeper and it made none of the ridiculous sounds that it had before. It even sounded nice.

_I have no clue where this is going._

She took a deep breath and asked him if he'd like to come over to her house. For medical treatment, of course.

Brainy kept to the shadows.

He followed her to keep her safe. He did it because he didn't want her to have to hide her softer side anymore. He thought he was making her happy. Wasn't that what she wanted?

Alleyways began to become more familiar as they started to come closer to their old elementary school. It wouldn't be long now.

He watched her as she reminisced about the old days and he couldn't help but remember them too. Back then, he'd been more careless and hadn't cared so much that she had constantly broken his glasses with her punches. Back then, the days seemed like one big spiral centered around her.

Now he's more experienced than that. He's learnt more about living the hard, rough life of the big city. Skills like dodging and running were second nature to him. He still remembered from his old days running away from bullies.

He's used to the cold by now, and knows more back-ways and detours from the streets more than anybody. He also knows crime too, though he doesn't partake in it like other cretins do. He's still obsessed with his love to the point that things had gotten more than a little out-of-hand.

He didn't remember when he started to live more on the streets then in his own home.

He didn't remember when he started coming out of dark alleys to stalk her.

He didn't know when he stopped caring about anything but her.

He didn't know when he realized that she was already in love with someone else.

He did know that something had to be done.

He knew her by now. He saw as her soft, beautiful side of her stepped out of its shell and into the world to be enjoyed by others. His Helga. But he wasn't so blinded by it to see its weakness: without her tough façade, many of the enemies that she'd had made as a bully herself were coming to take revenge.

He saw her again, blossoming into a flower. Blessed like her name. And even though she would probably never know him, he wanted her to be happy, to no longer suffer in silence as he was. She should be able to pursue her own love.

She would never know the extent of his own love for her.

Even though she had tried to fight her own battles, he wouldn't let her. He made himself a nuisance, to distract them from their dark intentions. The older she got, and the prettier she became, the darker the intentions of these enemies became. And they weren't the only ones: it seemed that even as she became a nicer, kinder person, jealousy and dark intentions gave rise to new adversaries (He himself could appreciate her growing into her body, but he didn't have teenage needs like some other students. Bah.). She never knew of them. He had dealt with them personally.

He became her protector, if only to uphold her namesake. It was time for him to live up to his name as well, which wasn't Brainy, but Brian, which means the strong. He would have to be strong to keep Helga's enemies from ruining her perfect life and he wouldn't let anything get in the way of that.

Concerning his own love for her (which would potentially get in the way of that)….he would be silent about that, but he would knew that if there was ever a chance, he would accept her no matter what. He'd been hiding from her for years and though this unrequited love hurt, hope that one day things work out was one that he clung desperately to.

He heard a gunshot go off and startled, saw his own beloved being attacked by a former enemy.

He was entirely motionless and seemingly without feeling. She wonders, _did he lose his humanity somehow?_

His eyes betrayed none of what he was truly feeling. Inside, he wanted horribly to beg to her, to say _'I'll never let them hurt you again! I won't let them get too close!' _but he kept quiet. He'd been silent for too long to be able to break the habit so quickly.

He looked the other way as she bandaged his shoulder. Even though she was tending carefully to it, she couldn't help but sneak peeks at his face every now and again, marveling over this Brainy and the one that she had known all those years ago.

Though they had now been in each other's presence for a while now, she quickly found that he preferred silence. So instead she took to discreet glances and old childhood memories of him. She blushes as she remembers how many glasses of his she had broken in the past.

She reflected more over the recent past. The gunman, or mugger (though she hadn't much money on her) as she thought of him, had looked her age. Wouldn't that mean that she should have recognized him? Granted, he was probably a high school dropout, that didn't excuse the fact that he was hanging around PS118 at the time of the attack.

Helga made a face at how she handled the situation. If she was left to fend for herself, she was sure she would have been in tears, crushed by this cruel stranger. She was in luck that Brainy happened to be around. Her own arms stilled as she really looked at them. Compared to Brainy's, they were limp and lacked much muscle-mass. She was like any typical teenaged girl. _Weak_. The thought both frightened and infuriated her.

Brainy must have become conscious of the fact that her arms were resting on his, because he started to look uncomfortable and started to shift his weight uneasily. She snapped out of thoughts in time to look embarrassed and hurried to finish wrapping. Her face flushed red and she hid her face awkwardly behind his shoulder while she worked.

The silence stretched out as she neared completion and her heart pounded. What was she going to do now that he was here? She asked if he had a place to stay, maybe just to fill the silence. She was struck by how very little she knew of him.

Again, Brainy was without words, but he shook his head no. In truth he had a home. Or rather a place to return to civilized life. He was technically an orphan, and a runaway at that, but he had a home. It was at a governmental foster care though, and he much rather just live with what he knew protecting his only love on the streets than stuck at some agency.

Helga seemed sympathetic, before she knew it she had offered him a place to stay. He looked at her, contemplating the offer. In his heart he knew he wanted more than ever to be with her, but his head was telling him to remain firm on the idea of self-imposed isolation. He remembered again how the "event" had hurt him so emotionally before, and his mind was made up.

He left her house and she didn't see him for a long time after that.

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A/N: Whew, well that's done! See, when I first wrote this story, I had an idea about what kind of person Brainy would to the outside world- a stranger, alone in the world, and isolated from his peers, but finds solace in a kindred spirit just like himself, someone who was also suffering. Well, nearly a year later I still feel the same but definitely less dark. Hopefully I can keep him consistent so that it makes sense for you guys.

Oh, don't worry guys about the updates. I plan on posting a chapter a week, and I already have the next couple of chapters planned out (something like, 7 or so thousand words already written out). More on Brainy's personality will be revealed and even excerpts from the book, Arnold's E-Files, will be used to demonstrate that. Tell me what ya guys think, 'kay?


	3. Ch2: Poetry Contest

Eppp…sorry peoples. It took me a while to post this chapter because I had for the longest time trouble with developing parts of it (the 'part' should be obvious after reading this). I promise to post another chapter this week to make up for being so late! Anyway, enjoy!

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The incident with the mugger had led Helga to bonding with her dad as he taught her kickboxing. It was perhaps the one thing that they could share in common with one another where her dad actually managed to spend time with her. It not only helped her channel her aggression but also to tone up from what she was increasing finding a soft, womanly figure in place of her tomboyish preteen body. She didn't want to be rescued by anyone, especially a guy like Brainy.

Even though Helga didn't see Brainy anymore after that incident, it didn't mean that he was completely free from her life. In sophomore year he became part of her life again- she just didn't realize it.

Helga walked through the doors of her new high school, P.S. 120, walked through the now familiar hallways, said hello to familiar faces and scowled meanly at some old rivals. Life was good, her schoolwork was in top form and she still had her best friend Phoebe with her. The only thing lacking was…

The thought was cut by the arrival of her best friend.

A greeting was at the tip of her tongue when her Asian friend excitedly thrust in front of her nose a sheet of paper.

"Okay Pheebs, what is this? Cuz if it's another concert for some shrill pop singer, then the answer is no."

"Oh, Helga, you know that's old news. I got someone else to go with me." At this she blushed, but continued. "Anyway, this isn't about me, it's for you! There's a poetry contest going on and-"

"Don't care." Helga interrupted crumpling up the sheet of paper and tossing it behind her.

Phoebe whined at her pig-tailed friend as she retrieved the sheet once again, this time reading aloud the details.

Helga couldn't say that she paid attention to any of the details of what Phoebe was saying, only that she was maybe a bit too aware of the fact that maybe Phoebe was trying to take her mind off a certain SOMEONE by overloading her with tons of activities.

"Alright, alright! Criminy, Pheebs! If I wasn't such a good person…" Helga tore the sheet of paper out of Phoebe's hands and stuffed it into her bag. "Now what do ya have to say about your date with Tall Hair Boy?"

The two walked on to class, Helga teasing her Japanese friend about her date with Arnold's friend and her flustered friend in turn making up excuses to hide her embarrassment.

As the two friends sat down in their English Honors class, Mr. Hardy was passing out the Powerpoint slides of the day. They were learning about the development of the English language over time, and Helga knew that she didn't need to pay attention to the boring subject so long as Phoebe took good notes.

Helga opened up her notebook, pretending to take notes, and thought of a poem that she could write for the contest. Most poems that she had written in the past were about Arnold, but since renouncing her love for him (silently to herself, of course, not many people were aware of the crush in the first place) she had found a severe lack of inspiration for anything remotely satisfactory to herself.

She flipped back a couple of pages and skimmed her old poems, wondering if maybe it would just be better to submit an old poem rather than make a new one, when a thought occurred to her. Her last journal entry into her diary had been slightly less than a year ago, back in the summer of her freshman year.

'_Dear Diary,' _she had written. She looked at that for a minute, then scratching out that just read on frankly, '_I can't help but feel like a different person every time I think of _him: _Stoic bully, oxymoronic romantic, sarcastic friend, the girl who's just mean for no apparent reason...they're all different sides of me, but which one is the real me? Because this vacated feeling, that beautifully deadly heart of this conflict between mixed identities-love- causes me much pain, whether it be there sitting warmly in my heart or crushed in the palm of someone else's hand. It might not be worth the lifetime of shame to even consider love as a subject for inspiration. With love comes an opportunity for rejection, a fear that controls a person's life from those first tingling sensations, the hearting racing palpitations, and the mind numbing desperations such that they force a person to live a lie, or shied away from the truth. Here's the real question: Ask anyone if what I felt for Arnold in the past was true love, or if it was but a fantasy, one that was so skewed from the truth that this constant pain, one that is felt upon my very soul at this very moment, one that is self-inflicted, how might they describe it? Perhaps calling it a masochistic and suicidal pain is a better description of those feelings felt by the idiots crazy enough to fall victim to love, especially one that is hell bent upon a heavenly dream, a hopeless hope, an unfulfilling happy ending. Could anyone else understand that, to stand on the brink of a romance, held back by the unknowns, unable to decide, to die by fire or by ice, which way to go? One could stay in purgatory forever, never fully satisfied yet at the same time, dying because of the unrealized dream, that to give up is to die, and to die is to give up. Can't there be any chance, just maybe that I'd be able to find the happiness I long for with-."_

Helga stopped reading. She dared not think his name. Seeing it in writing would only bring back too readily the obsession she had felt in her younger years over Arnold. Her feelings for that doofus were just so confusing and painful too think about. She couldn't tell if she still loved him, ever loved him, was over him, or just liked him as a friend. It seemed like she'd been IN LOVE with him ever since Preschool, but who knows what kids' think? If any other person had shown an act of kindness to her on the first day of Preschool for her, wouldn't she say stupid stuff like "_I love you, and when I grow up I'm gonna marry you_"?

Phoebe paused in her note taking to glance over at Helga. It seemed like as soon as they got to class that the girl remained concentrated on writing in her notebook. Phoebe knew from experience that whenever Helga took out her pink notebook, it wasn't for writing notes, but much more personal attributes.

It's been a long friendship, and even Phoebe couldn't say that her best friend was the most considerate of friends, she just knew that in her heart that Helga was a kind, gentle, and loving person who'd proven on more than one occasion to be a loyal friend. Phoebe knew most of Helga's secrets, and those she'd take to the grave with her. At times though, she thought that maybe she should do something to help her friend find peace with her near life-long secret. Phoebe knew that there were other people that cared for her friend just as much as she did, and that anything or anybody to get her mind off of Arnold was a good thing.

In any case, Phoebe could tell that her friend was having issues, more than she could deal with on her own. It seemed that even though she'd had so much experience with socializing with other people, she remained fixated on just one person; it had gotten to a point where Helga was in denial of her own feelings. She was convinced that her love for Arnold was much too strong for her to overcome. She was like the living undead, trapped in an addiction and scared of the unknown (Helga must've rubbed off on her; Phoebe had watched enough horror films with Helga to know when Helga acted like a zombie).

The bell rang ending first hour. Phoebe turned to Helga, watched Helga idly stare off into space still deep in thought, and knew that face. It was her "I've got Arnold on my mind and can't be bothered to focus on anything else" face, the one that she's probably seen at least a hundred times.

Phoebe thought about the countless times she had tried to shake Helga out of her dreamlike state, but knew that it would be pointless. Sometimes the only thing a best friend can do when a friend's upset is he there for them when they feel ready to talk. Obviously, Helga needed some time to think about whatever was bothering her before she'd talk to Phoebe, but by then she'd have made up her mind and her best friend would be there to support her decision.

After school, Helga continued to ruminate on what to write, taking up vast amounts of her time just to come up with subject matter. She didn't want to think that the only poems she could write were mushy romantic stuff, so she racked her mind constantly for something to inspire her. Once, she just looked outside and wrote about the stuff she saw out there.

"Darkness"

By H.P. (like HELL would she put her name on something that would be publicly known)

Absent is the vibrant light

The vacant area of

but shades of grey

Where Silence is heard

The senses stifled

Nothing but gray

Emptiness

Sadness

Nothingness

A Blur of Everything

Such that nothing can be seen

Blind

Helga tore the page out and crumbled it. It sounded so bad! The fact that out of all the things outside that she could have written on, the only thing she decided to write was the vague concept of it getting darker was saddening. The whole poem just sounded so cheesy and depressing.

Helga huffed in frustration, blowing her bangs up in a show of irritation. She was intelligent, she could write on a whole spectrum of topics- the methodology of Edward Hopper's artwork, themes within George Orwell's political literature, the current state of the economy, the likelihood of there being intelligent life forms on distant planets and the criteria needed to colonize another Earth-like surrogate- she was even smart enough to make an essay written by Harold on the "Proper Techniques of Eating Ice Cream" sound like a complete breakthrough in culinary science through a comprehensive analysis, using liberal

amounts of metaphors, parallelism, and antithesis (though studying with Phoebe does help with her creative genius, of course).

_It would just be better to call Pheebs and ask for her opinion. _Helga hesitated, but logged onto her computer instead.

Helgoth: Sup, Pheebs.

RonnieNumberOneFan: Helga? What's up? You usually don't email me.

Helga knew she'd say that. The truth was that she didn't want Phoebe to know how down she was right now, and her voice would be a dead giveaway. From there it would only be a pity fest, and who wanted that?

Helgoth: I guess I felt tired of talking.

RonnieNumberOneFan: You haven't talked all day! It looked like you were too busy thinking about something.

Helgoth: Yeah, well, that's what I wanted to talk to you about. You see it's about that poetry contest. I don't know what to write! I tried writing something, but it sounded so depressing and stupid.

RonnieNumberOneFan: What was it about?

Helgoth: Darkness.

RonnieNumberOneFan: That's not so bad, but I think something more….personal and tangible would be easier for you.

Helgoth: I've been trying! But I can't help but, y'know, get stuck on that one subject….the one that we almost never speak of out loud?

RonnieNumberOneFan: Well Helga, it looks like you just shouldn't fight it. Many authors write based on their own life experiences and the events that affect them. Edgar Allan Poe wrote many works possibly inspired by the death of the women in his life, especially his wife.

Helgoth: Wow, Pheebs. That's cheery. All I need is to drown my sorrows in some alcohol and I'll be able to write an instant classic.

RonnieNumberOneFan: That's not what I meant, Helga.

Helgoth: I know, I know….I guess I really should just… write from the heart then?

RonnieNumberOneFan: Yup, you never know what'll happen until you try.

Helgoth: This isn't gonna be one of those lectures about being true to myself?

RonnieNumberOneFan: If you already know the moral lesson, then there's no point in telling it.

Helgoth: Aww, and I was so sure you were gonna tell one of those Aesop fables introduced to the Japanese in the Tokugawa period.

RonnieNumberOneFan: No! I would've just quoted some Confucius, but yes, now that you mention it, I did get a book of fables from my mother one Christmas when we were in elementary school. I could look up some stories if you want….

Helgoth: No! I get it, Pheebs….write something meaningful and heartfelt yadda yadda. Shesh.

Helga laughed. Her friend sure knew how to make her feel better about herself.

Helgoth: I guess that's all I needed to ask you. I'll see ya tomorrow, okay?

RonnieNumberOneFan: 'Kay, Good luck on the poem!

Helga signed off and turned her attention back to her notebook. "This better be worth some money…"

The next day Helga wasted no time in turning in her poem about Arnold. It wasn't all that great, she had to admit, but at least it was something.

Perhaps a week went by when the results of the contest came in.

Phoebe walked into homeroom with a frown on her face. In her hand was the school newspaper, currently containing the results of the contest.

"I'm sorry, Helga, but you didn't win."

"That could only be expected, Pheebs, it wasn't all that great to begin with."

"Well, not only that but the review they left in the newspaper about the contest…" Phoebe trailed off looking nervous. With eyebrow raised, Helga braced herself as she swiped the paper out of her friend's hand.

" 'It was a close call, but the poetic talent of who can only be assumed someone under the penname of H.P.- Harry Potter obviously- was elegant in it's design, yet not as poignant nor keen in it's own perceptions of the concept they had call love. Which when considering the plotline of the J.K. Rowling's series, makes sense, because Harry really should've been with Hermione, not that skank Ginny." Helga paused, "Who is this?"

"It appears to be Rhonda Wellington, Helga." Phoebe said eyeing the paper.

"What! They let her be one of the judges of the contest? She probably bribed everyone into choosing the other poem! She doesn't know me! She doesn't know what Helga G. Pataki-" She stopped and glared at a few bystanders and continued on in low voice. "is capable of writing."

"Helga, look. They posted the winning poem in the paper." Phoebe pointed at the very bottom of the article, to a poem simply titled, My Love.

_Barely a day goes by,_

_That I don't think,_

_How lucky I am to have her in my life._

_I see her in my sleep,_

_Just like I see her pass me every day,_

_The girl of my Dreams,_

_This girl I love._

_She is the purpose in which I wake up every morning._

_Like the tender wind that picks up and guides the fowl,_

_I am picked up by her,_

_Unable to move from the lure of her currents,_

_I sail in the sky that is her._

_Boundless, alight, subtle, elusive, and impeccably charming,_

_she fills my view._

_In this deathless space we call life we are so close and yet so far,_

_For she has seen me but does not really see,_

_And she hides from me but I already saw._

_Alas, if only she knew!_

_This longing that chokes my heart for her,_

_But it is okay._

_For this feeling she gives me,_

_The one that makes me weak, even though I am strong,_

_Or the one that gives me strength when she is weak._

_Or the one that makes me nervous, even though I have overcome many devils and fears that had always crossed my way._

_Or the one that makes me feel like singing love sonnets,_

_Even though I can not sing._

_These feelings,_

_Are my feelings._

_My love._

_And although it may not be her,_

_This passion that I feel_

_Is definitely mine to keep._

Phoebe searched for the author's name before spotting it somewhere in the passage. "Brian…that's it. I guess he used a penname same as you." Phoebe watched Helga's reaction as she reread the poem. It looked like she was sincerely impressed. Phoebe made a mental note to arrange another poetry contest with Rhonda.

Helga was breathless. The poem was stunning! It made her poem seem whiny and superficial in comparison.

_Perhaps the real reason for him winning, was because he must be in a real relationship. He sounds like he's in the happy kind of love- or at least close to having it, _Helga thought. _Not at all like my dying unborn love with Arnold. Whoever this Brian was, the object of his affections must be one lucky girl….if she just returned those feelings, _she thought remembering all the suffering in his poem. It was deep, and she felt an admiration for the broken artist.

Helga sat a her desk near the window, paper in hand, as she gazed outside the window at the group of dark clouds forming in the distance. She looked down in time to see Arnold and a group of friends hanging out near the entrance of school using up the few minutes before class started in each others company.

_Everytime I want to give up on him, there's always something inside telling me to just give it time._

Helga sighed, adding aloud, "Then there's the majority of me telling that small part of me to can it before I beat up on myself." She smiled grimly at her reflection in the window.

"Sometimes I can be so hard on myself."

* * *

A/N: Okay, so obviously this story is pretty AU with some OOC characters. It's a growing process, it takes a while to understand the characters, their motives, and how they try to improve themselves or self sacrifice themselves for others (this can be applied to most of the characters). So anyway, up next comes some interaction between the characters and more Brainy! Some important stuff's gonna happen, so stay tuned!

Reviews appreciated! Oh and some fanart of my fanfic here (remove spaces):

www. mirrorcover .deviantart. com /#/d2t4go2

www. mirrorcover. deviantart. com /#/d2t4gt6

Sort of a preview for upcoming chapters (more near the end of the story of course).


	4. Ch3: Talk to Me

A/N: Sorry guys! I'm very bad at updating! But I'm trying…..Just this chapter required a lot of writing (I didn't have it planned all out as thoroughly as my other chapters…) But here it is, enjoy!

* * *

_Goodbye is only hard if you are not planning on saying hello again._

Helga sighed heavily. Why was it that she kept getting these weird inspirational quotes emailed to her everyday? She suspected the culprit was none other than her friend Phoebe, but who knows? It might be her psychiatrist trying to force her into another mental breakdown just so she can get some 'real help' at the local looney bin….again.

She promptly sent the email to internet hell.

"Deleted!" The computer beeped as explosions swirled out from the trash bin on Helga's monitor. That was one of the good things about having a smart friend. Customized computer applications.

Helga got off the computer and continued getting ready for school. She had made up her mind about talking to Arnold today.

It wasn't like she had purposely been avoiding him. It just that encounters with the football headed goody-two-shoes was minimal and he didn't seem to notice the change.

How could he not realize that she stopped picking on him as much? Or that she wasn't going out of her way to stand near him to listen in on his plots to change people's lives or right a wrong? It was odd, but the mind sees what it wants to see.

Helga finished dressing, not putting much thought into whatever outfit her mother had absentminded bought or that her older sister Olga had passed down to her. In the end, she was dressed very plainly, with a pink blouse and jeans, no make up, and the only jewelry she had on was hidden under her shirt collar. She didn't think she'd ever own up to the locket she held of Arnold, but she'd hoped she wouldn't become one of those old ladies with those sad stories about why she never married or had children.

Helga paused inside her closet. Thinking about talking to Arnold reminded her just how obsessed she was when she was young. She could still quite vividly remember how she displayed her love all over her room, in secret ways- diaries, shrines, statues made out of real human hair and used gum. If she wasn't so blindly in love with the guy, she would have realized just how embarrassingly abnormal her behavior was. And for all the romance she felt she wanted, it was a strange wonder that she decided instead to act in direct opposition to those feelings, by being tomboyish and crude rather than the usual romantic flirt. Maybe that would have changed things…

_Ah whatever…doesn't change anything now. In any case, all of that stuff's been thrown out. _

"Well, most of it…" she thought as she eyed the partially hidden shelf full of journals and poetry. Those were something less conspicuous at least, and were something to cherish in her later years.

Helga walked out her front door without bothering with breakfast. Her mom was often too hung over in the mornings to prepare anything this early in the mornings and she didn't have the time or the patience to cook something for herself.

She was the first to arrive at the bus stop. It was still pretty early in the morning, the sun was barely high enough to tint the clouds in the east with his orange and pink hues. She sat on a nearby bench, wondering whether she should've stayed home long enough to eat cereal, or some stupidly easy to make breakfast like toast.

While she waited at the bus stop, her stomach growled. "Gah, where's Phoebe? She probably has food…." She tapped her foot impatiently, leaning forward slightly to scan up and down the streets for the bus. Prickles of irritation were setting in and ruining her good mood, or was that the hunger talking?

"Hey, Helga. What's up?"

Helga turned to the unexpected visitor ready to con him out of his lunch money, but instead she stumbled over her words to say, "Eh, What are you talking? Nothing's up! It's none of your damn business what's up with me, _Ronaldo_. Don't assume that you need to know everything about me." At this she turned away from Arnold's confused face, and felt herself blush at acting so completely standoffish and defensive.

"…O-kay, whatever you say Helga." Arnold said, sitting down next to her with his books next to hers.

_This is not how this was supposed to happen! Why am I acting so stupid! Just talk to him like a normal sane person would! Don't freak out, just stay calm, calm!_

She was gonna try saying something sarcastic, something not totally strange sounding after her suspicious and over-the-top reaction to the blue-capped boy when her stomach beat her to the punch.

"GROOOOOOOOOOOOWWWWL!" Helga face turned slightly red as she tried suppressing the obvious noises coming from her.

She tried holding her breath, but it didn't work. The rumbling continued and she snuck a peek at Arnold to see if he noticed. He was sitting calmly next to her, head leaned back, looking up at the clouds. Maybe he was deliberately trying to act as if he didn't notice? The notion just made Helga feel worse. Not only was she hungry, but now she was being humiliated in front of a guy she kind of still liked by her own body. Talk about sabotage!

She whispered to her stomach to shut up. It growled louder.

"God, shut up you stupid stomach! I'll feed you later!"

"Erm, Helga…?"

"What!" She looked up from her attempted strangulation of her midriff to a pink and blue speckled toaster pastry offered up to her by none other than the guy sitting next to her.

"Want a pop tart?"

Helga was speechless, she didn't exactly have the skills necessary to accept a kindness from someone else with grace, especially not from a guy who she had such difficulty expressing her true feelings too.

She took one wordlessly, and bit into one mumbling 'thank you' under her breath. She might as well show some manners, there was no one else there to see her embarrassment. She looked at Arnold, feeling a bit woozy. At some point, years in the past, if such an event had happened she might have just brazenly stolen all of Arnold's pop tarts, told the kid off, and then would have swooned once he was out of sight at the prospect of sharing something of Arnold's, eating _his _favorite flavored pop tarts, and possibly the only food he had in his bag.

But for now, all she felt was embarrassment and she was just about to smooth over the situation, which in all actuality was probably not that big of a deal to him, when she spotted more people heading their way.

Helga was relieved to see that among the newcomers was Phoebe, and in that instant from being completely alone with a guy she had an intense crush on since Pre-school to the moment that her best friend and people she didn't give a rat's ass for arrived her demeanor changed.

"Sayonara football head, the peeps have come to meet their queen and I can't disappoint them. Oh, and thanks for the pastry." Helga hastily took her leave, happy that she could get out of a potentially awkward situation. Well, at least she got something to eat out of the situation.

Helga joined her friend Phoebe, slightly more confident yet still shaken by her not totally eventful encounter with Arnold.

"Good morning, Helga. How are you today?" The Asian girl observed her friend's dazed eyes and looked behind her at the boy she had just recently shared a bench with. "Did something happen?"

Helga snapped out of her stupor and hastily replied that nothing happened and that she was fine, just maybe a little hungry.

Phoebe listened to Helga's lie long enough to hand her friend one of her super nutritious breakfast bars and asked again, "What happened? Does it have to do with Arnold?"

Helga nearly choked on her breakfast bar. _Damn these things are dry, _she thought. A few seconds after that when she stopped hacking up five kinds of whole grain, she said "Wow, you sure know me well Pheebs. What gave it away? My complete lack of focus, the fact that I'm feeling totally lightheaded and stupid over something so significantly small and minute that the only other witness to this event probably didn't even realize the shame the other person was experiencing? Or was it a flying piggy that told you, because he knows all of my vast secrets because he alone has the ability to read minds?"

Phoebe laughed at her friend's sarcastic rant. She was so predictable sometimes. "Well," She said going along with her friend's joke, "that and the fact that Arnold's walking over here right now with your books in tow."

"What!" Helga turned around to see a smiling Arnold, books indeed in tow.

"Helga, I think you forgot these…" he said holding up her binder and math textbook as proof of that.

"I… meant to do that…" she said lamely. She reached a hand out to grab her books, but Arnold pulled back a little and her hand missed and landed on his arm instead.

"Let me carry your books, Helga. I kinda feel bad for not mentioning it earlier that you forgot 'em."

"Don't worry about it, Arnold. If anything, it would have just given me an excuse to come hunting you down and beating you up."

Arnold laughed. "Well, anyway, how about it? I'll hold them for you until we get to school, kay? In the meantime, sit with me on the bus?"

What the hell was happening! This was like a dream come true, but it's not, because she was over him and didn't care what happened either way…Right?

"Whatever floats your boat." She responded more calmly than she felt. She glanced over at Phoebe who smiled encouragingly. "I'll talk to you later then, Pheebs."

The bus arrived and Helga nervously made her way to an empty seat next to the window with Arnold following. The two blonds sat side by side in silence for a little while after that.

Helga remembered that she had promised herself that she would talk like a normal person to Arnold, just to prove to herself that she was really over him, but it seemed that she was doing a horrible job of convincing herself. She blamed that on the fact that it wasn't what she had expected, with him making the first move and certainly not on the terms that she would have wanted.

"So, Helga. There's the homecoming dance coming up…" There he goes again! Making the first move! Wasn't it always her putting the moves on him?

Helga's looked at him in confusion. She dared not think it….

"Yeah, what of it?'

"Well, I was just thinking…."

Get to the point, the anticipation was killing her!

He nudged her, and she didn't get what he was doing it for until he tilted his head in the direction another couple. She followed his line of vision till she got it.

"You want my help convincing Phoebe to go to the dance with Tall Hair boy?" Her heart sank, but she reminded herself that she wasn't really expecting anything out of this in the first place.

"Yeah, I mean, Gerald's been talking about it nonstop! I think he really has a crush on Phoebe…"

_Oh, Arnold, why are you always such a do-gooder? _Helga thought to herself as Arnold yammered on about how they should plan on convincing both parties to go to the dance and if they had anyone to go with, and blah blah blah…Helga didn't feel very good about the whole prospect, especially if it meant hanging out with a guy who was so oblivious to her suffering.

But then again, who's fault was that?

At the end of the ride to school, Helga had said enough to simply agree that she would help in whatever way she could and assured Arnold that _her _friend's feelings for _his _friend were mutual.

Once her feet touched pavement, she felt slightly sick from the close proximity of being with someone so unattainable and from letting herself fall into another one of those death traps the mind plays when you're not quite over someone. She felt miserable.

When she got her books back, standing in front of P.S. 120 waiting for her friend in the rush and push of hundreds of kids arriving to just another boring, regular day of school, she accepted them with a smile on her face, a word of gratitude, a promise to do her best, and the ever present feeling of rejection, even though such an emotion had not actually been provoked by the one unwittingly doling it out to her.

Phoebe was therefore greeted with a very different-looking scowl on Helga's face. It looked like a poor imitation of the usual one she gave, it looked more like a tough front, a façade, one that fooled many into thinking that this was just a mean spirited girl, not one who was deeply hurting inside.

"Helga, goodbye is only hard if you are not planning on saying hello again."

The blond looked at her_. I knew it! She is sending me those weird emails. _The quote sounded both ridiculous and understandably cheesy (she already heard it so many times before), but in a way it brought her out of her dark thoughts enough for her to respond to her friend. " That's the most ridiculous thing I've ever heard."

"But it's true Helga! Sometimes, you feel as though leaving someone is the end of the world, but it isn't. Not when there's a chance that you can be with them again. I think you shouldn't give up on seeing that person again."

"Phoebe, maybe you just don't get it. I don't feel like leaving is the problem, I think it's arriving, making my presence known. Saying hello to someone as myself and being acknowledged for what I am."

She sighed, her friend putting a hand on her shoulder telling her it was time to get to class and that she shouldn't let it bother her now. Her legs moved her mechanically across the courtyard to the double doors leading into the school. As she entered the school, she shivered as she left the warmth of the morning sun and stepped into the artificially cooled indoors. She looked over her shoulder to catch one last glimpse of the sky, only to see to her dismay clouds forming over the once cheery sun.

All this drama was only leading her to remember another one of Phoebe's stupid quote:

_When people get hurt by love many times their heart slowly turns into stone._

Her heart wasn't turning into stone, it's just the same as it always was. It's just, for the longest time she had just let herself believe it would be different.

Brainy threw a fist in the guy's direction, grimacing as it connected, the cartilage in the brute's nose crunching beneath the force of the blow. It's been tough living a double life, and the only good thing that he could think was that he able to stay close to someone he admired very much.

He wiped a hand across his face, wiping the sweat dripping from the exertion. He had learned from a reliable source (aka Iggy) that some kind of trouble was brewing in the criminal underworld. Of course, this involved some further investigation on his part.

He stood over the guy groaning on the floor. Now would be a good time to ask.

"Who do you work for?"

The guy cussed underneath his breath, both hands holding his nose as blood continued to drip down his arms. Brainy watched without empathy. He'd seen what guys like him do to people and he didn't feel like showing any mercy to them anytime soon.

_Strange, it was guys like this who used to bully me. Now things are in reverse._

Brainy looked coolly down at the delinquent as he tried to get his bearings. Brainy asked again, who he worked for, then quickly moved out of the way as the gangster made a lunge for him. Brainy's arm shot out as the attacker stumbled past, his hand gripping the guy the by collar. Brainy charged forward, slamming the guy into the alley walls, before dropping him to the floor once again.

The thug was obviously in pain, but it didn't seem like was gonna talk anytime soon. Brainy thought over his options. He had to be careful what he said, because unless he was prepared to kill, others might try to expose his own plans to keep Helga safe. Not only that, but he'd have people on his trail, trying to exact their own revenge on him. No…it was probably best to let this guy go.

With that thought, he left, kicking the guy on his way out, making it clear to his victim that he was done with him and was leaving.

At the turn of a corner and out of view of the hunted hoodlum, Brainy jumped onto a dumpster before ascending a fire escape. Climbing all the way onto the roof, Brainy observed as the guy he had just interrogated slowly got up, looked cautiously around him to see if he was safe, before taking off down the alleyway. From Brainy's bird's eye view of the streets, it was obvious where he was headed. He'd just have to wait and all would be revealed, he was sure of it.

He waited in an abandoned building overlooking the gang's usual meeting spot. From his spot at one of it's many boarded up and dark windows, he waited until he got a good look at their faces. He didn't need to be close enough to hear what they were saying. For now, he'd take it one at a time. He had let his little fish off for now so that he could follow him back to the big fish. And what big fish, he wondered. It looked as though they were all still discussing something, and that their leader hadn't shown up yet.

The hours passed slowly and not much had happened yet.

Brainy stretched. His back still vague ached from all his childhood years of having to sleep on the streets. Back then, for some reason and for lack of a better home, he had slept in the doorways of unused buildings. Maybe it was idea that one day a door would open to him, and he'd be able to call it his own, but that never happened and he learned to find better, more safer places to rest.

Suddenly, he caught sight of his target.

As soon as the man, well, teen really, showed up the whole group's attention refocused on him. He didn't look at all like you'd expect someone who commanded such fear and respect was. He didn't look particularly strong or good looking, and that's what worried Brainy. He'd known that looks could be deceiving, and that if it was brawn or charm that won over this crowd, it was something even more deadly.

Most likely _manipulation_.

Brainy watched as several other members approach the newcomer, but from his vantage poin the couldn't really see too much into the expressions on their faces or the words with which they were saying them with.

He waited till most of the others left before he got closer to listen to the select few left. The more important people. He specialized in listening in on other people's conversation. He'd known how since he was little…

As Brainy approached the door closest to the group, cautiously listening in from the other side.

"But, sir, she's no longer top dog. We've been observing her but she's nothing! A shadow of her former self, she's no threat now. Why even bother with her?"

"The simple answer to that….is revenge."

Writing Helga a note was one of the hardest things that Brainy had ever done. How could he write so nonchalantly to her when he had so many things he wanted to tell her? He wanted his pen to flow freely across the blank canvas as if his emotions was a fast flowing river of love, that no amount of obstacles could dam him from reaching the truest ocean of inspiration that was his Helga. Writing brought back memories of perhaps the one true time that he had a conversation with that didn't result in him getting knocked out cold. It had occurred through the clear vacuum of cyberspace, through the electronic bridge of E-mail… that he was able to express his true feelings to her….and that eventually led up to "the event" that forced him back out of her life once again.

* * *

A/N: Oooh, wonder who this guy is and why he's out to get Helga? All I know is that Helga's pretty damn lucky to have a guy so committed to watching out for her. More to come about this guy's plot (without giving anything away, I'll just tell you that I had no clue what to name 'the guy' but by the next chapter he should have a name)

I hope you guys don't mind this, but the whole of the next chapter is DIRECT excerpts from the novel, Arnold's E-Files (I bought the book). Some parts of it are altered, but for the most part, it's a copied almost word for word from the book. I don't intend on claiming any of this as my own work, but more as a supplement to my own story and good background material for developing Brainy's character in the story. If you noticed, I did hint at it in this chapter and the previous one, and it does play a minor role further in the story.


	5. Ch4: Write to Me

A/N: This might be a bit important to know storyline-wise. This occurs a year or so after Doctor Bliss's interference. At this point, Helga has learned to tone down the bullying and to keep her love for Arnold under wraps (she still expects to tell him one day).

DIRECT excerpts from Arnold's E-files by Craig Bartlett (the series creator) are used in this chapter, and are used for fan fiction purposes. (no profit made and I don't claim to have written this chapter entirely)

* * *

Helga heard a familiar sound directly behind her- the sound of heavy, raspy breathing. It was Brainy, as usual, the pale, mute, spiky-haired, blank-eyed kid with the eternal half smile. Brainy's constant efforts to get close to Helga were betrayed every time by the sound of his own openmouthed breathing. Helga scowled, stuffed the locket back inside her jumper, and threw a reflex punch that solidly connected with the noise behind her shoulder. Ignoring the thud that was Brainy hitting the floor, Helga pushed open the classroom door and stomped in.

In class, nothing much of interest happened other than a sixth grade girl handing out instructions for an electronic messaging board on their elementary school's website. Brainy, who managed to sneak back into the classroom after recovering from Helga's wrath, watched with anticipation as the filled out information sheets were being passed up. If he could only get Helga's email address! He wasn't sure exactly why, but he thought that this might be his chance to speak with his beloved Helga.

As the bell rang for the end of 5th hour, Brainy waited until most everyone had left the classroom before heading for the computer lab. He didn't think that he'd be late to class; most teachers marked off that he was there whether or not he did come to school. At any rate, he was always there on test day, ready to pass with flying colors.

Brainy pulled open the door to the computer lab slowly and smoothly, letting himself in with minimal noise. Inside, his quick eye noticed that there were only one other person inside, a small, nerdy looking girl typing furiously at a computer surrounded with a bunch of papers.

Brainy stuck close to the wall as he edged closer and closer to her workplace. There must have been at least twenty different classes that the girl was inputting data into the computer for, which was a lot for one girl. He noticed that he was just in luck, the girl was just starting on Mr. Simons' class, and it didn't take much more than a quick rummage through the discarded finished pile to obtain Helga's information.

He walked out of the computer lab eager to get home.

On his way out of the school, Brainy moved on autopilot to the closest alleyway, maneuvering across the street and into the deepest part of the shadows. It seemed so natural. To him the darkness was a haven of safety and he knew the dangers and advantages of being near invisible. If his perfection of stalking…

Brainy's hand clutched the information sheet close to himself, eyes occasionally darting toward the name of his beloved, and memorizing every curve of her name, written in her hand.

His home….

On his laptop, Brainy couldn't wait to get writing. He had so much to say to her! How could he describe the feelings that he felt for Helga, how much he'd admired the girl?

He began typing.

To: Helgoth

From: GoldenHero

Subject: I Dream of a Brilliant Love

Dear Helga,

I have been silent, but now at last I can speak-by E-mail- and tell you of my love. Helga, you inspire me as I roam among fantastic shadows, as I sit behind you on the bus, and as I pick strands of rubber off my sneakers like you pick strands of love from my wounded heart.

I wait for you, sweet Helga, among the softly rustling stars.

Golden Hero

He waited anxiously for her reply.

When Helga opened up her email, she found that she already had an email waiting for her. Mouth agape, she read the email in both amazement and horror. '_Who was this guy?'_ she thought. She scrolled back up and reread the email. No name, but it had to be someone from school. She wrote back a reply, and sat uneasily at her chair. She couldn't imagine anyone feeling as powerfully intense as how this guy made it out to be.

When Brainy received Helga's email, he didn't know exactly how to respond. She wanted to know his name! He couldn't do that, she'd stop talking to him immediately! He quickly responded.

To: Helgoth

From: GoldenHero

Subject: My Anonymous Note

Dear Helga,

Thank you so much for your reply. I am lashed by the furious tides of love, dancing like a cork on the waves, held up only by hope. As to your question: Who am I? It doesn't matter. My name is but a pale piece of driftwood on the fitful sea.

What does matter is you. I know all about you. I know about the locket you carry. I know about the shrine you have in your locker. I know about the desperate love you harbor in your misunderstood heart, and I CARE.

Please don't let me drown in this fermenting swamp of unspoken love. Take my hand before I sink.

Golden Hero

The words flickered across the Helga's computer screen, the digitized script of standard computers in that day and age contrasting sharply with the poetic writings of an anonymous admirer.

Helga couldn't believe. _He knows about my locket? _She couldn't believe that anyone should know so much personal information about her, unless….Golden Hero….Arnold? That golden hair boy that she loves so much? He knows! He must've realized after all this time about her darkest most held secret.

Helga couldn't contain her excitement at this prospect, and the more she thought about it the more she figured that it had to be him. She wrote an email to Phoebe, attaching the last email she got from Golden Hero, and asked her opinion on the matter.

Phoebe smiled at her friend's email, but felt skeptical about the identity of her friend's admirer. Sure, it would be great if it was from Arnold, but it just didn't sound like him. She wrote an email back expressing these concerns.

To: Helgoth

From: RonnieNumberOneFan

Subject: The Mystery Hero

Dear Helga,

I want to help you find out the identity of Golden Hero- just in case you might be wrong about who you think he is. So I'm wondering if it's okay with you if I ask around a little among our classmates and possible suspects? Very casually, of course, and using no names?

To: RonnieNumberOneFan

From: Helgoth

Subject: Re: The Mystery Hero

Phoebe:

No, no, no, absolutely NOT! Say one word about any of this to anyone and you, my former best friend, will face the wrath of Helga!

Helga hit the send button and wiped the sweat from her brow. That was a close one! Helga knew that she shouldn't have been so harsh, but she was sure that Phoebe's asking around would be a bad idea. Out of all her classmates, Helga was sure that only she was able to keep a secret.

To: GoldenHero

From: Helgoth

Subject: US!

Dearest Golden Hero,

You have made me so happy! I think I've always known that one day you would find me, but I confess I came close to despair at times. And now we have truly found each other at last!

Yet I think we must meet for our joy to be complete. Think of it! Each of us so very shy, so modest, so insecure, yet we will be able to gaze into each other's eyes at last and know the truth that is our beautiful love.

I shall always be grateful to this electronic medium that allowed you to emerge from your shy, retiring shell, but-enough already. Let us meet for real!

Devotedly yours,

Helga

P.S. Carry a red rose when we meet so I shall know it is thee!

When Golden Hero read this E-mail, he was overcome by a serious choking fit. His dream had come true- and he felt like throwing up.

She LOVED him- his darling Helga, whom he had worshipped since their first day of meeting.

…..now, finally, she returned his love- but she didn't know it was him! What was he going to do?

Brainy sat, wringing his hands for several minutes. Then he had an idea…and began to type.

To: ZenBoy

From: GoldenHero

Subject: A Huge Favor

Dear Arnold,

Iggy gave me your E-mail address. I have a favor to ask. I realize there is no reason why you should help me- I know I've never said more than three words to you in all the years we have been in the same class. But I have always respected you, Arnold, and I know how much certain other people esteem you.

You see, the girl of my dreams knows of my feelings for her. But she does not yet know my identity, and she wants to meet me IN PERSON. And I just can't. I can't!

But Arnold- YOU can. In fact you are the perfect person to help me out. You can prepare the way with her- easing the heart of my lady love so that she will accept me. Please, Arnold. Help my dream come true.

Sincerely,

Golden Hero, aka Brainy.

Arnold read Brainy's E-mail with amazement. Brainy! A guy who was just…there, always- for years and years- on the edge of every group, listening, never saying a word. Brainy, possibly the weirdest kid in a class full of weird kids, the guy who just …breathes. Arnold realized with a shock that not only did he not know anything about Brainy- but he had never even wondered.

The poor guy. He must be really desperate, Arnold realized, to reach out to me like this.

To: GoldenHero

From: ZenBoy

Subject: Re: A Huge Favor

Dear Brainy,

I'm sorry, but I really don't see what I can do. You have ot meet your dram girl in person, that's all there is to it. Good luck.

Brainy read Arnold's E-mail and decided to take another approach.

To: ZenBoy

From: GoldenHero

Subject: Re: Re: A Huge Favor

Thank you so much, Arnold, for agreeing to meet her! I knew you'd come through! It'll be great!

My gratitude is deathless,

Brainy

To: GoldenHero

From: ZenBoy

Subject: Re: Re: Re: A Huge Favor

Wait a second, Brainy. I can't meet anyone for you. You don't understand…..

To: ZenBoy

From: GoldenHero

Subject: Re: Re: Re: Re: A Huge Favor

But, ARNOLD! You must! If I have to meet her in person, face-to-face, all alone- I'LL DIE! Please!

That Saturday Helga was forty-five minute early for her meeting with Golden Hero. She stood at the corner of Ninth Street and Washington, anxiously checking the clock in the window of the watch repair shop across the street, agonizing over both how slowly and how fast it moved. She was so excited and nervous about her big moment of truth with Arnold.

Suddenly she had a horrible thought: What if….oh, my gosh!….What if Golden Hero isn't Arnold? Helga froze in place, stricken. Then she shook her head and though: Impossible. Who else would it be? It must be him. It MUST be…

Suddenly a movement on the far end of the block caught her eye. It was him. Arnold was heading her way.

When Arnold saw Helga he hesitated, then looked around. "Helga is Brainy's secret love?" he said to himself. He couldn't believe it. "Oh man. Poor Brainy."

Helga beamed at Arnold as he came walking up. "Oh, how I have hoped and prayed for this moment!" she cried. "This is the best day of my life, thanks to you, Arnold! Oh, how do I tell thee? How do I convey the depth of my lo-"

Then she stopped. Arnold was no longer looking at her. Instead, he was looking at something behind her. That's when Helga heard the sound over her right shoulder. It was a familiar sound, a wheezing, rasping, breathing sound. Helga scowled and delivered her usual reflexive back-punch, which landed perfectly as always. Then she smiled at Arnold- "Where was I? Oh, yeah-"

But Arnold interrupted. "Helga, you're here to meet Golden Hero, right?"

"Oh, yes!" Helga breathed, leaning closer to Arnold. "Speaking of Golden Hero, where's your red rose?" she asked coyly.

Arnold pointed at the sidewalk behind her.

Helga turned to look. There at her feet lay Brainy, clutching a single red rose.

Helga screamed, then whirled on Arnold. "Is this your idea of a JOKE?" She shook her fist in his face. "Well, I hope you got a big kick out of it…." Tears welled up in her eyes. "You sure got me good, football head!" She shoved Arnold out of her way and ran off down the street.

Arnold watched her go. Then he turned to help Brainy up.

But Brainy was already gone. All that remained was the red rose, crushed on the pavement at Arnold's feet.

To: RonnieNumberOneFan

From: Helgoth

Subject: Sorry

Dear Phoebe,

Please forgive me for being so mean. I know you are, were, and always will be my true friend. I'm sorry for getting all mad about nothing. And boy, was it. I have been cruelly disappointed. Golden hero is no hero, Phoebe. He's hardly even human, and my tender heart has been knocked flat by the entire horrible experience.

So, enough of this E-mail stuff. Can you come over ASAP?

"Watch it!" Helga yelled as she rounded the corner, crashing into him.

"Helga," Arnold said, picking himself up off the sidewalk.

"Keep your eye on the road, football head!" She snarled, dusting herself off.

"Look, Helga, I'm glad we, uh, ran into each other. I wanted to talk to you."

"About what? New ways to humiliate me?"

"Helga- I want to apologize for that whole thing. It really wasn't meant to hurt you. I'm really sorry that you were disappointed about who Golden Hero turned out to be."

"Just forget about it, okay?" she snapped, then sighed. Her expression softened. "Look…I guess you weren't setting me up. Let's pretend the whole thing never happened."

"Sure, Helga. I'll never mention a word of it to anyone."

Helga looked relieved. She even smiled a little as she turned to go. "Good."

"Helga?"

"What?"

"I just want to say- I know how it feels to be disappointed like that."

Helga blinked at Arnold, surprised. "You do?"

"Yeah. I feel really dumb because I hoped someone liked me who didn't even know I existed. Look, I'm sorry Golden Hero wasn't who you wanted to be. I just hope that whoever the guy is- the one you wished Golden Hero was- well, I hope he does find you someday. You deserve it."

Helga was so touched, she nearly swooned. Then she quickly recovered , put her hands on her hips, and snorted sarcastically. "Yeah, maybe someday. In his dreams!" And with that she tore off down the street.

When she turned the corner, Helga paused and looked around to make sure she alone. Then she jumped for joy. "Oh, Arnold, my golden hero!" she cried.

It was strange that once Brainy got home after hours of just wandering the streets feeling heartbroken and lost, he found an email waiting for him. It turned out to be from a girl he'd never met or heard about before, and she wanted to be pen pals with him. Though he liked the idea of having someone to talk to, he didn't feel like he could communicate all that well while he felt so torn up over his failed meeting with Helga. He would try though. He wrote her an email back.

To: MensaMiss

From: GoldenHero

Subject: Re: Greetings

Dear Siobhan,

Thank you for your kind E-mail. My heart is a tattered shipwreck drifting amongst the broken chips of my soul's ocean of love. So I might not be the greatest correspondent right now. But if you can be patient and permit me to wallow in longing for HER, then yes, I think we could be excellent E-mail pals.

Sincerely,

Brainy

P.S. I love poetry, but I'm allergic to cats.

It seemed fair that he'd made a friend out of all this heartbreak, but he couldn't think that what he did made sense. Did Helga fall in love with his words? Or was mistaking his email for that of her love's the selling point that made her think she was in love? He couldn't see the truth in any event. He held only half of the story and he knew there was now no way he'd be able to ask for the other.

* * *

END FLASHBACK

It seemed that no matter what happened, he always came back to her. His undying love for her was eternal.

He used painstaking restraint in his message. He simply advised her not to go to the dance, and with minimal details told her of Daimin's plot. He signed it Brain, hoping she didn't connect it too readily with him and that the name would just add some credibility to the seemingly hectic message. He hoped that she'd heed his warning.

He paused in delivering the message. Gazing at it one final time, he added one last post script-

_"I'm so sorry, but I love you"._

Those words never make its way into Helga's hands. All that remained was the scrap of paper it was ripped hastily from, leaving jagged edges and creases where the hands who wrote them tore it.

* * *

A/N: Well, I hope this chapter makes more sense to you about Brainy's character and his relationship with Helga. The next chapter will be a major turning point in this story and I'm pretty excited about it. I'll write as soon as possible, so continuing reading and reviewing!


	6. Ch5: The Dance

**A/N: This chapter is posted fairly quickly, mostly because of my excitement at reintroducing some of my favorite characters.**

**Shout out to my sister for collaborating with me on this chapter! She did a really great job…well, you'll see.**

* * *

As it were, it didn't take much to convince Phoebe to go to the dance. She was more than overjoyed at the idea of going with the guy she'd been attracted to for quite some time. Helga couldn't say she understood what her friend felt, but all the same she was pleased that she took to the idea so warmly.

Thing was…Phoebe wanted Helga to go to the dance too.

"Come on, Helga! Please, please, please come to the dance with me! I couldn't go all by myself!"

"Phoebe. There's no point in me going, I don't I have a date and there's no way I'd be able to dress up for something so cheesy."

"Helga…you're my best friend. Please, just consider going to the dance?"

Helga was indignant. That Phoebe would insist so unrelentingly that Helga come with her and tall hair boy to Homecoming Dance was starting to get on her nerves. Plus it didn't seem fair that she'd have to suffer while her friend had the time of her life.

Helga looked at her fellow teenager and sighed.

Excitement and depressing weather seemed to build in the days following up to the dance. Many students seemed excited at the idea of a Masquerade Homecoming dance, but to Helga, the weather couldn't personify her feelings better. It didn't help that she'd already agreed to go to the stupid dance when she got an ominous note from an anonymous source saying that she shouldn't go to the dance and that there was danger.

Helga felt a mixture of apprehension and uncertainty about the note. For one, it was from a guy named Brian, and that didn't make sense because the only other Brian she knew was from that stupid poetry contest. The writing didn't exactly match up though and she didn't get what she was to do about that.

_Go, or not go? _Helga fingered the note in her hands, looking at the already paid dress in her closet and then back at the unknown author's hasty scrawl. Should she just tell Phoebe that she couldn't go because some guy was probably out to get her?

Helga contemplated the thought. If she told her friend, Phoebe would most likely freak out and call the cops, and the whole dance would be ruined. Helga didn't want to create a ridiculous scene like that, especially since she had no idea what was exactly going on.

Keeping a low profile would be best, and who would recognize her at a masquerade? She wouldn't dismiss the severity of the note's contents, but she just didn't feel like she could be in too much danger in a room filled with schoolmates she'd known since preschool. Besides, she wasn't stupid. She'd be careful.

The city of Hillwood only seemed to get darker.

The day of the dance was a eerily calm day. Flood warnings were still some cause for concern, but since the school district didn't shut down and none of the teachers breathed an air of alarm about it, most students at P.S. 118 didn't consider the dance canceled.

Helga stepped off the curb from her house and immediate grimaced at the gloomy onset of rain. She hadn't expected to start off her Junior year of High School in such grim atmosphere. As she turned back into her house to fetch an umbrella, the sky opened up more, pouring twice as fast and nearly as heavy.

Within the shelter of her home, Helga debated once again whether or not she should go to the dance at all. Would it be worth the trouble? Besides any chance of physical danger, there was cheesy music, a sweaty, stinky gymnasium full of inebriated teens…and a terrible commute through torrents of rain furious enough to ruin both hair and make-up of said teens.

_We'll look like a bunch of drowned rats dancing to techno music_. Helga laughed at the thought.

While Helga ruminated, her cell phone rang. She had a brief vision in her head: of her friend, Phoebe, all alone with a boy (aka Gerald) and Arnold, her sweet, football headed punching bag whom she loved so much that she openly hated him in public, with a bunch of sleazy, no-good tramps and her mind was made up.

"I'm coming, Pheebs." Helga said as she pulled out her umbrella and stepped back out into the rain.

There was no reply to this statement and Helga was just about to worry that this was no the right response that the caller had been looking for and that maybe Phoebe had already hung up when she looked at the caller ID.

Her face pinched up into a scowl, Helga was just about to ask who the jerk on the phone was when a car swerved angrily in front of her. In lieu of this new danger (walking and talking was apparently too much trouble in this poor weather), Helga quickly hung up and concentrated on not getting killed before confessing her love in full to Arnold.

Walking in the rain was tricky business. It seemed that the more she walked, the more the little puddles of rain were becoming giant puddles of rain and that in her two-inch heels the water was steadily climbing up to her ankles.

Deciding it best to get to the dance as quickly as possible, Helga sacrificed a dry head for time and rushed the last two blocks to the school on wobbly heels and an inside-out umbrella.

As soon as Helga arrived she was accosted by her Asian friend almost immediately. In the bathroom the two hastily toweled dry Helga's dress and hair, and once she was dry enough, fixated on reapplying her make-up and realigning her hair into something somewhat decent.

Helga listening half-heartedly as her longtime friend yammered on about how she was so excited that she was there at the dance and how great Gerald was. Even though Helga was happy for Phoebe, Helga wanted to concentrate more on her own problems and was nervous herself about talking to Arnold. After all these years of pretending to hate him and all things girly, would it seem like too much to ask him for a dance? Helga channeled that nervous energy into fixing her bow, repeatedly drying and tying it up into her hair.

When all was done, Helga had to admit that she looked good for someone so opposed to these kind of occasions. She would have much rather gone to a Haunted House or a Halloween themed dance than a Masquerade ball, but whatever. She could not deny her friend a chance at happiness and she'd be there to support her, with the added bonus of perhaps a chance of making Arnold fall in love with her.

Phoebe handed Helga a simple white mask beaded with fake pearls and white feathers adorning the sides, curving downward so that they hugged her face as she strapped it on. Her dress sufficiently dried, held new life in it as she it in front of the bathroom mirror, poofing up the bottom so that as the bottom ruffled outward as the rest of the pink and white dress hung snugly on her slim curves. She felt absolutely girly, but in a good way. She liked it.

Helga smiled at herself. The reflection smiled back. In the background, she saw her friend waiting impatiently in her black and blue bubble dress and black feathered mask and knew it was time to go.

She followed Phoebe out of the bathroom and onto the dance floor, her eyes searching the crowd for a football shaped head. Most people at the dance where unidentifiable from the next, not only because of the masks and the…interesting state of dress some came in, but because of the darkness and strobe lighting. In one corner she thought she saw Rhonda, in an elaborately embroidered and expensive looking Victorian style dress, being harassed, as usual, by Curly, who had decided to dress in the one of the darkest, most realistic-looking outfits on the dance floor. Considering the situation, he looked just like Erik from the Phantom of the Opera, complete with both altered mask and flowing cape.

Curly, long known for his craziness and intense crush on the rich girl, was pleading wholeheartedly and loudly for a dance with "his fair Rhonda".

Helga watched with amusement as the beautiful, snobby rich girl flatly deny him again and again. Curly, on his knees, stood up suddenly, perhaps to use his height to intimidate her, but ruined it with his quivering lips and teary eyes. Maybe not, because Rhonda gave up and exasperated, took his hand as he joyfully lead her onto the dance floor.

_Wow, well, she changed her tone quickly, _thought Helga._ Don't supposed I can do the same thing to coerce football head into dance with me_, _but nice tactic_. She took another look around herself, but the floor was full of too many gyrating teens for her to put all her efforts into searching for him, so she move off to the side near the punch table to search without getting elbowed by dancing idiots.

As Helga watched Curly and Rhonda take the floor she quickly spotted Tall haired boy among the masses of people already dancing. Phoebe must have spotted him too because after asking if it was okay to leave Helga by herself to pursue her crush (in which Helga of course complied) took her leave and it wasn't long till her Asian friend started bouncing to the beat with Gerald.

Helga's heart beat fast with anticipation. She knew well that where Gerald could be found her love would naturally follow and she couldn't wait to see him even though she knew it wasn't probable that they'd dance lest talk together. All she wanted was to see him, and although she would never admit it out loud, it has become near habit for her eyes to search for him.

And as her eyes normally finds what it looks for there he was. Arnold had just arrived and ambled over the dancing mob to get to Gerald and Phoebe and then started talking enthusiastically with the couple. Phoebe immediately sent Helga a 'go ahead and get him' look and nudged her head in Arnold's direction in which Helga suddenly felt cold. Arnold must have seen the look for after a few words later Arnold left, twisting around people, trying to make his way to get to… her.

Helga tried her best not to runaway.

"Hey Helga," Arnold said in that jolly way of his. "I just wanted to come over to thank you for convincing Phoebe to come to the dance. Gerald and her are having a great time over there!" Arnold pointed out and grinned at her in which Helga tried not to melt. Time to resort to old measures.

"Yeah, well it wasn't a problem, football head!" She snorted and folded her arms trying to subdue the warmth growing in her chest but then remembered her intent on talking to Arnold like a normal person and unfolded her arms. "I mean, Phoebe deserves to be happy and she really likes the guy so I thought this was just a good idea. The only reason I came is to support her so it makes me feel good to know she is having a nice time over there," Helga sent a look to the couple as Gerald twirled her friend. "But I swear Arnold that if Gerald breaks her heart I'll be there to break his neck."

Arnold laughed at that and Helga hoped that she was doing a better job at talking to him normally. Well at least she didn't attack him verbally. She just threatened his friend. "Nah, Gerald will never do that- he likes Phoebe so much," Arnold stole a glance at Helga. "You know you look really pretty tonight, Helga." Helga felt her face heat up and could say the same to him. Dressed in a black tux and had his blonde hair slicked back and without a mask to hide his electric green eyes he looked incredibly attractive. In fact she was going to tell him so had a brunette girl in a silky red dress interrupted her. "Tiffany!" Arnold exclaimed in a happy surprise. "I didn't know you were here, wow you look stunning." he said his eyes lowering down the showy dress of hers and back to her mascara heavy eyes.

"Yeah," She said looking deeply into Arnold's eyes. "And I came here to spend the night with you so you wanna' dance or what?" The brunette put her hand on her hip and smiled and Arnold looked taken by her. He looked to Helga remembering her and Helga immediately told him to go. Arnold seemed happy for this and took the brunette's hand and brought her to the dance floor.

Helga felt a mixture of feelings. She felt sad, angry, lonely, and hopeless; Hopelessly in love with Arnold like she has been for the past number of years and wishing she was the girl dancing close with Arnold instead of that brunette. She was so taken by emotions that she had so long tried to ignore and hide that she felt the tears welling in her eyes. And here she was actually trying to have a real conversation… immediately Helga went to get punch and drank four cups before walking to a deserted wall and tried looking anywhere else but at Arnold and that girl. After twenty minutes trying and failing she let out a growl. "Argh!" Helga said slapping her hand to her forehead exasperatedly. _'Stop looking at them, stop looking at them, just STOP LOOKING AT THE-'_

"Need something to take your mind off of someone?" Helga looked up from her self yell at a guy a head taller than her with a black mask, tux with a single red rose placed in his breast pocket, blonde hair and murky gray blue eyes. _'Just how did he… I thought I was alone.' _Nonetheless Helga resorted to her normal indifference. "None of your business." She scowled. The boy just smiled in a nice sort of way.

"You're right," he said in his low voice looking over the dance floor. "But I was wondering if I can have the honor of participating in a dance with you, if isn't infringing on your time." He said and returned his gaze towards her looking into her eyes so deeply that it unnerved her. "Well, yes," She said with a frown. "I'm actually busy." _'Busy staring and wishing I was the girl being held by Arnold.' _The guy seemed steadfast however.

"Well that's okay. May I then accompany you and stay here by your side?" He looked at her in that unnerving way he did before and Helga folded her arms over her chest and avoided his eyes "I don't own the place so do what you want." He then settled leaning like she did on the wall watching people, only that now she wasn't watching the normal two like she had before. As he was leaning next to her almost inches apart all she could think of was _who_ this guy was or just why he was so adamant in being by her side. '_What's his deal?'_ Helga thought to herself as she tried to focus on the couple she was only moments before trying to avoid looking at but now couldn't. By this time she didn't know which was worse, watching with heart wrenching love and jealousy while Arnold danced with another girl, or trying to watch them again but failing because some mystery man was distracting her. She decided that both were bad but the latter was not as much and turned to look at the said boy only to find him staring at her. He only blinked when he noticed she had caught him but had not turned away.

"Why are you staring at me?"

"Because you're beautiful." He gazed at her for a couple moments before looking away, murky gray blue eyes staring off into the sea of moving dancers. Helga stared at the profile of his face breathing shallowly. What, now he's playing some sort of cliché on her? She took a breath and looked back on the dance floor at her smiling friend being held by Gerald and then Helga eyed Arnold who was also very happy looking. Here she was standing in a flux of bad emotions when she could be out there having fun like everyone else. Looking back at the guy she took a breath and decided what the hell. "Do you…" She began directing his attention back to her. "You want to dance now?" She looked up at him and he seemed surprised and he opened his mouth as if to say something but, as if the words have lost him, just smiled in a handsome kind of way and held out his hand. Helga, wondering what she had got herself into, took it and walked to the dance floor in which as timing and her good luck permitted was the beginning of a slow dance. The mystery man then placed his hands firmly but gently on her waist as she hesitantly put her arms around his neck and he began to lead, swaying her softly to the tender beat of the music.

Helga didn't know how to feel emotionally in this moment. Here she had her arms wrapped over this mystery man's neck breathing in the nice scent of old spice that came from his skin and feeling a cozy sort warmth that seemed to encircle Helga as he held her. But her mind was a tangled mess. She kept on thinking of Arnold dancing with another girl, how Arnold called her pretty, and how desperately in love she was with Arnold. It seemed to her that the more she danced with him, another guy, the more she thought of the only boy that she loved for practically all her life and how she not only would not, but could not possibly be enjoying this. "Stop thinking of him." he said softly in Helga's ear. She felt frozen. That was exactly what she was thinking, but how? "Your rigid and stiff. You need to relax and enjoy the dance so empty your mind," He pulled her away and twirled her and smiled comfortingly as he brought her back and said with a small touch of playfulness "And stay in the moment with me."

Helga raised an eyebrow as she began to rest her head on his firm chest. "And who may that be?" she said listening to the soft rustle of his heartbeat against her ear. He was quiet for a while before answering. "In a world where nature holds no names and there are only emotions of the soul which does not speak but feels, I am nothing but the passion of a maddening storm inside a chained heart that pulsates with a boundless dream of love." Helga looked up confusedly at the mystery man and he let out a short small laugh. "In other words my name is of no concern and what matters is the here and now with you."

"Meaning in more blunt words- I'm not telling you, right?"

"It's better for you if you not know."

Helga frowned but decided it didn't matter. She was probably never going to see him or talk to him again, so why not just enjoy the dance? Helga closed her eyes as she leaned her head against his chest again and let the mystery man lead her rhythmically through the smooth movements of the dance. Soft scent of old spices, warm arms securely holding her to him, and a soothing melody all around her that calmed her fast moving mind. If it wasn't for the feeling of firm feet and heels planted on the floor she would have believed that she was floating in a dream than moving in a dance. She opened her eyes to steal a glance at him only to find him looking at her again. Helga sent him a smile in which he turned away with a blank face, save for the tint of pink that was beneath his mask and cheeks. Helga laughed out loud; she made mystery man blush! But after she chuckled she noticed that he visibly stiffened and she wondered if it was right of her to have laughed at him, only to see that he wasn't looking at her but somewhere off in the crowd. Standing more taller than his relaxed position before he gently but much more firmly lead her into the dance, however now it seemed much more like they were going across the dance floor with a subtle intention than just rocking to the flow of the music. Helga felt incredibly confused. Was this mystery man trying to hide her from someone and bring her to the dark corner of the dance floor, or was her mind playing tricks on her? Suddenly the music had come to an end and he pulled away from Helga, took the red rose from his breast pocket and slipped it into her fingers. He looked deeply into her eyes again, murky gray blue into her own and then slowly leaned in close as if to kiss her but stopped short a couple inches. "Thank you, Helga, for the dance." and then he pulled away and started to walk away had Helga not grabbed his arm.

"Who are you," Helga said urgently, suddenly wanting to know. "_Please,_ tell me." He turned his head to look back at her and smiled. "Only someone who is lost in love with you." and as Helga dropped her hand in a kind of shock she watched him disappear off into the shadows without looking back.

It seemed like she was only there for a few seconds when a silent, yet increasing fear made it's way toward her. She looked down.

Either someone just spilt punch on her new fifty dollar shoes or a flash flood just crashed the high school dance.

* * *

**A/N: Something of a cliché, but I thought it was cute. Helga's really close to falling in love with Brainy, it's just that when someone's on the brink of a new romance, they have to make a decision: should I stay or should I go? Ironically, once Helga realizes she can love another her old feelings for Arnold intensify. It really is hard to let go.**

**Oh and about reviews…I think I figured that considering the fandom and pairing that I decided to write about, I shouldn't worry about not getting all that many reviews. I'm happy to be writing a story that I'm really interested in and I'm glad that some people think so too. Just, it'd be nice if more people wrote what they thought about the plot and characters. It would help with future chapters and it really is encouraging, especially when I get writer's block. Anyway, thank you to all those who've reviewed previously, especially the ones who've reviewed multiple times! I'll try not to let you (and myself) down!**


	7. Ch6: Take My Hand

Everyone, naturally, panicked and Helga had the feeling of déjà vu.

In elementary school, the students were held after school by their teacher Mr. Simmons, and a flash flood quickly determined the state of the classroom: the students, reduced to savagery, were all too ready to fight with one another and the class ensued into chaos.

Back then they were but nine-years-old, and nearly a decade later, Helga was sure that the same effect would occur if no one calmed down the masses. _Of course, that person won't be me_, thought Helga, _it's a cruel world out there and it's every awkwardly fashioned teen for herself._

Helga made sure to grab her friend Phoebe before shoving her way through the panicked masses.

The water was rising fast and the chaotic rush of students as they ran from the doors leading outside resembled a stampede. Tables and chairs were knocked over, punch was spilt into the tide of street water coloring it red as blood, and the lights continued to flash to the screams and thuds of the crowd, despite the fact that the DJ had bailed for safety and thus no music was playing. The inappropriateness of the situation would have made Helga laugh if it wasn't so eerily like a horror film. At least she got her wish, the dance turned out to be less cheesy and more gory than she thought it would be.

Franticly pushing open the doors that led further into the school, Helga was greeted by a fresh tide of water and darkness. The school was oddly creepy when it was flooded and unlit, which Helga never before experienced since during the day it felt more like a prison than a haunted house.

Helga continued down the hallway, waist deep in chilling water. The last strands of voices were heard through the open door behind them and Helga imagined that she heard Arnold's voice, his smooth voice, even now still a composed soothing deep tone, vying for attention, telling people to calm down.

"Shouldn't we go back? Helga, don't you think that it's safer to be with other people right now? Someone could call for help." Phoebe looked back at the doorway. Even if it had flashing strobe lights, it did look safer than the near pitch darkness of the rest of the school.

"Don't you remember, Phoebe? The phone lines will be down due to the flood and even if someone did manage to call, they won't be able to send help right away. It's much too dangerous, probably worse than last time. If we get to higher ground, at least we can wait it out. Besides if we're farther away from the crowd we won't worry about fat boy dragging us down as he blubbers for his mommy." Helga said humorlessly. She was referring, of course, to Harold, who _was_ known for his weight and panicking in these kind of situations. It wasn't exactly correct to call him fat still. He kind of grew in proportion to his gut so he was now a hulking, tall guy with muscles, however the crying for his momma part was still true enough. Considering his weight, he could probably drown his whole fourth grade class then and could swallow the juniors underneath to our watery deaths now.

It was quiet as both Phoebe and Helga strained their eyes for the doors leading upstairs and they worked in silence, each covering one side of the hallway, occasionally making a sarcastic comment about how fun the dance was turning out to be (Helga) or to express concern for the other students (Phoebe).

Helga wasn't worrying about the other students. She was sure that in time, Arnold with his reassuring voice would gain control over the crazy situation and lead people to a reasonable solution. She was sure that due to his experience he would come to the same conclusion as her and search for higher ground, but it might just be as likely that someone crazier had suggested that they build a boat and that through like-minded individuals and mob-like agreement, they had set to building a make-shift raft. Whatever happened, Helga couldn't say, not that she even cared, that given unless it ended up hurting her Arnold (but whatever, she hated that guy! Er, maybe not that much…or at all.).

As they were nearing the end of the passage, Helga looked upon the rippling waters and noticed something strange.

"Pheebs, hold up a second."

Phoebe stopped, expecting that her friend was just getting tired from all the walking and needed a break. However instead she found Helga eyes pinned on the rippling water. The taller blonde haired girl shifted her gaze towards the direction of the ripples and felt the hair on the back of her neck rise.

"Someone's following us."

Helga didn't know who said it, if it was her or something that she just thought, all she knew was that she wanted to run. Whoever was following them probably had come from the dance, but with the onset of the flood, who knows who also decided to take shelter within the school. It could be any creep off the streets and since they were trying so hard to stay hidden from them (the water soon stopped rippling as they stopped), it could only mean a stalker.

"C'mon, Pheebs. What are your waiting for, a tsunami?"

And without saying anymore they both ran.

* * *

After leaving Helga to her own, Brainy made sure to skirt around the bustling masses of people to the other side of the room, his eyes never leaving his target.

Some unwanted guests have arrived at the dance. Clad in cheap black sport jackets, greased back hair, and black fedoras, the group of surly wild eyed young men didn't even look like they were making an attempt to blend in, looking instead like a group of thugs from some mafia.

Their eyes were dark and formidable as probably were their intentions. He watched them, there were three, all six eyes scoping the dance floor, the muscles in their arms taunt with animal like readiness, searching for someone and it seemed as if they were going to split up.

Brainy narrowed his eyes and tightened his jaw. No matter what, Brainy knew, he wasn't going to let them find what they came for.

One of them was coming his way and Brainy quickly blended in the darker corners as he awaited his prey. Admittedly, he was out of his element. There were too many people around and definitely not enough places to hide discreetly on the open dance floor.

Back pressed against the emergency exit Brainy waited as soon as the delinquent passed, then with a fast movement lurched forward, arms reaching out and grabbing the guy for balance, coolly apologizing as he tripped the guy closer to the exit. The dark-haired fiend glared at him, both hands reaching out to shove the nerd off and continue on his way, however Brainy's white knuckled grip on the guy's jacket collar kept a firm hold. Lifting the guy he slammed the goon through the double doors leading outside with a harsh crash. As Brainy stepped out into the rain, the guy struggled to quickly get back onto his feet.

A boot quickly met the boy's attempts. It seemed cruel to not give him a fair chance in this fight, but no one ever said that Brainy played by the rules. He wasn't Arnold and for a reason. He was being realistic here, and this guy _had_ to go.

Brainy grimaced as he hauled the groaning teen into the nearest dumpster, smiling without humor at the irony of it all; usually it was the nerd being tossed in there, not the bully. Maybe a bit of Helga had rubbed off on him.

He made his way back to the dance, but caught the sight of something from the periphery of his vision: a surge of water racing in from the east. Heart beating fast Brainy slammed the door shut, but knew it was futile. The weather had gotten worse.

Deafening shrieks rang out from wall to wall, and Brainy looked at the partially flooded chaotic dance floor with no surprise as he sloshed through purposefully, no longer trying to hide and eyes determined on tracking the rest of the nuisances. One side of the grey eyed boy's lip twitched upward; _Got you. _With great power Brainy launched himself at the thug across from him brutally, and before the guy knew what was happening, he was knocked over, his feet no longer in contact with the ground, and his face dunked straight into the punch flavored water.

The guy was surprisingly strong though. After a moment's shock he got back into his senses and retaliated with a muscle thick arm around Brainy's neck, squeezing the breath out of him as the water surrounding them both rose higher and higher, almost covering Brainy's face as they grappled in the water. Eyes getting blurred as the rush of water thundered against his ears Brainy kneed the boy in the stomach until his grip loosened in which he kicked the guy off and into a table so hard that the table threatened to break under the force of impact. Gasping and for a moment while massaging his bruised neck, Brainy then strode to the boy picked him up by the front of his shirt only to find the guy passed out (in which he then dropped him without a care on the floor).

Brainy's eyes searched for more prey before suddenly being slammed into the water and hitting the floor, both tasting punch, dirt, and a little bit of his own blood. Brainy struggled to keep his head up from the rising water, this thug that was supposedly passed out on the table, was intent on either drowning Brainy or strangling him.

If he didn't do something quick, it'd be both.

The water was rising, and it couldn't have been more than a couple of feet of water, but Brainy was having trouble keeping himself from breathing like a fish. His hands clawed at his assailant's tight grip round his throat, thrashing around (again), and tried to get into a position for the maximum amount of leverage away from the guy. He pushed himself up with his elbows, and tried twisting out from under the weight. He nearly succeeded, but the man's fist came down hard on his chest, and he went under.

A rush of water rose up around his head, and all Brainy could do was release his own grip and try and haul himself out of the water. Water was in his lungs, and he wanted to cough it back out and replace with life-bringing air, but he was held under a strong unmoving grip. He was finding his efforts more and more desperate as the seconds ticked by without air.

Panic was closing in as the horror of the situation seemed to sink in. In a few minutes, he'd be dead. An image flashed into his mind then. His blonde haired, blue eyed, beauty with tears, bruised, and cut. Brainy could not die now. Not now when _his_ Helga was in danger!

A white-knuckled fist shot out, his own, striking the guy with a hard snap across the face. It was a clumsy blow, but it was enough for the thug to loosen his grip on Brainy.

Brainy gasped for air, but the assailant's hands rushed to sink him once again. Brainy's arms chained themselves around the guy's own, fighting off the larger man's gravity. In the tussle, Brainy's mask was torn off his face. He barely noticed it's disappearance in the dark waters.

Brainy's stormy grey eyes locked with the bloodshot brown of the hoodlum's, their faces close enough to spit on one another as the two struggled for destruction. The room filled with such chaos and disorder barely seemed to notice their intense conflict; they were in a world all their own.

Time passed slowly, slowing even more so as Brainy's grip slackened, his head tilting back, the brown-eyed assailant's smirk widening. It sped up unexpectedly as Brainy's head snapped forward at an alarming rate, crashing into the thug's own skull, the smirk transforming several microseconds later into a look of pain and shock from the blow. The eyes closed and he fell back off of Brainy.

Standing up, Brainy watched as the guy's head went underwater, a small stream of blood diffusing on the dark surface.

He didn't kill him, but leaving the guy out there all alone was as close to a murder that he could hope for.

* * *

Sloshing at an unexplained accelerated pace was probably not their best idea, because now Helga and Phoebe were not only being followed but now they were being outright chased.

It didn't help that they were being so noisy and causing so much disturbance upon the waters that the waves could sink a small ship (for mice).

"What do we do, Helga? He's gaining on us!"

"I say we stand and fight! Two against one, it shouldn't be too hard!"

"HELGA! Are you crazy! We don't know who he is or why he's following us…"

"So after we beat him up we ask him."

"No!"

Worse, it seemed that whoever was following was faster, and so after reaching the end of the hallway, both Phoebe and Helga dove for the nearest door they could find: a girl's bathroom.

_Great, these doors don't exactly barricade well do they? _Helga thought as the door swung open with ease and just as easily remained open as they rushed to keep it shut. Instead it swung back out the opposite way, broken in that it failed in it's one simple purpose: to stay locked!

In seconds the guy was upon them.

The water was still rippling in the wake of the girls' hasty run. It made it extremely hard for the two to remain quiet in one of the stalls when their lungs were struggling for air, and the drops of water on their clothes dripping noisily as if they didn't care whether they caused the girls' demise or not.

In any case, it didn't take much for him to wade confidently through the darkness to their stall, and Helga was just about to get ready to run when she heard Phoebe's stall door open and an alarming crack to sound.

Helga hurriedly pushed out her stall to help her friend, only to find the guy knocked to the ground, dazed. Phoebe was shaking, and the heel of her shoe was broken, having been cracked against the side of the guys face.

"Well, what should we do now?" Phoebe said. Helga eyed her and interpreted the high-pitched and trembling voice as meaning 'Oh jeez, I'm really freaked out now." and tried to think of something assuring.

"…Don't worry 'bout it, I'll take care of this." She dragged him over to the nearest stall. "You just need to improvise." Helga kicked the guy and then tossed him into a toilet. He was wedged in there tighter than Bob's belt on Meat Night. She didn't need kickboxing to know how to keep a kid from following you.

"Helga, I think we should go back." Typical Phoebe, always wanted to be on the safe side.

"Are you kidding me? This weirdo probably _came_ from the dance, and you want to go back there? Who knows what stupid, rapist wannabes are there? I say we continue upstairs to _safety_."

Phoebe looked doubtful, but it wasn't like they could really do much about anything. It seemed like either way was dangerous and that they'd just have to settle this somehow.

"Maybe now would be a good time to interrogate that one guy." Both turned and stared at said guy, but they knew that wouldn't work; he looked like he was in too much pain from the blow to the head to cooperate, but maybe it was their fear of realizing some of their fears that really stopped them from trying. So they left and found some stairs.

On the second floor of the school it was cold, dark, and empty. The dry air met with wet skin and clothes, chilling them with its touch. Helga actually felt like maybe it was better to just wait in the water rather than die of pneumonia. Besides that, now that they were up here, where should they go?

She voiced this to Phoebe, whispering it. It was just so quiet that they didn't want to disturb the silence.

Phoebe said that they should look for a bathroom not submerged in water so that they could dry off. Since they were already in the dry part of the school, it shouldn't be hard to find one.

They walked once again in silence, quieter without the constant splashing of water. Only the puddles of water they left behind marked their presence.

It was strange, but it could be just paranoia, it _felt _like there were other people here. Like how walking around an abandoned insane asylum at night, Helga thought she heard ghosts. Crazy ones. And it was getting louder.

Up ahead was there was light streaming from underneath a door, and each step that brought them closer brought icy pinpricks through Helga's skin, and she wondered why she didn't stop, or voice her concerns to Phoebe, or why she was just so mesmerized by this unknown danger.

It was familiar.

She couldn't put her finger on it, and yet she dreaded it. She glanced over to Phoebe, who didn't seem to be affected at all by this disturbing light. They passed by the door and continued to the girls bathroom at the end of the hall and Helga couldn't help but breathe a sigh of relief at every step that was placed between her and the threat.

They flicked on the light in the bathroom, illuminating just how disheveled and smeary their persons had gotten since before the flash flood. Helga's hair was an absolute mess, and as Phoebe dried off her glasses using a nearby stall's toilet paper, Helga was left relatively alone in front of the mirror as she pulled damp, tangled strands of hair from the ties holding her hair up. With her blonde hair down, she looked wild. She combed through the mess of her hair with her fingers, trying to straighten it out.

She brought her focus briefly to the ties left on the sink, preparing to put her hair back up, when her eyes caught the reflection of another's in the mirror.

She screamed, Phoebe ran out of the bathroom stall, but couldn't do anything as she was quickly surrounded. There were five of them, and they were already dragging Helga out of the bathroom and down the hall to the creepy door of light.

Helga struggled, her arms elbowing and her legs kicking, but they were too many, they were much too strong. She felt like screaming more, but a strong fear and certain hysteria conflicted such that she couldn't say anything, only to resist harder and harder in the hopes of escape.

They were at the door, it opened, and the familiar classroom look of boredom and learning was marred by the familiar menacing appearance of one guy- Damien…something…didn't matter, he was just that demon kid from elementary school!

She was thrown forward, and she landed painfully on one knee as both hands came up to prevent her face from denting the freezing white tiled floors. A cold sweat broke out, she could hear her friend Phoebe struggling in the background, and she wanted to get up and face Demon boy like a man but she was too paralyzed with fear to do anything more than watch as the of black leather clad boots of the dark brown haired guy approached and loomed in front of her.

"Thought you could get rid of me that easily, huh Pataki?"

She gritted her teeth, refusing to look up at him and just told him to fuck off.

She yelped in pain as rough hands yanked her up by her hair, and she was forced to meet sordid brown locks framing sinister dark green eyes. He smirked at her pained expression and dropped her so that he could circle her like a predator.

Helga's hands went up to her head, and she was definitely afraid now, but contact with him just seemed to spark some resistance in her, some stubborn will to not be dominated by others. She rose to her feet, wincing as flares of pain shot up from her bruised knee.

"What the hell are you doing here, _Demon_?" She smiled slightly at his reaction, his face tight at hearing the old nickname, "Aren't you still supposed to be in juvie' from your last _mishap _at school?"

He growled at her, "Of course, _you'd _say that, Pataki, I always did like how you ruled the fifth grade with an iron fist. You had guts, but if I didn't know better, you deserved to be jailed just as much as me, except you know how double standards are. They don't send the bossy bitch to juvie when there's the crazy bastard running an operation underneath their noses. Too bad they didn't realize that you and I are much too similar, and that you probably would have ruined the school too if you hadn't be institutionalized yourself."

"I went to a _therapist_, my grades were fine, and I was a _perfectly _functioning human being. You're the one who was dealing drugs after school and telling your goons to shank people."

"Like if you didn't have the means, your life would be any different!" He said with his green eyes darkening, he knew that the two of them were similar; that they were both kids who weren't raised right and shouldn't be blamed for society screwing them over. Perhaps in a different life, he'd be getting A's, doing community service because he _wanted _to, and have a loving family that he could go home to that would support him. But no, he found his niche in gang life, and was sent to jail at an early age because of it.

"Y'know, I respected you back then. Sure you were hard as hell to get along with, but at least I can respect your unwillingness to be put down by others, especially when _everyone _was comparing you to your perfect sister." He smiled at her before sending her a nasty glare as he finished, "but you had to challenge me, and I had to say that I was _so _admiring you before you decided to rat me out."

"You were going to burn the school down because some teacher flunked you, again!"

"It was more than that! That dumb bitch was gonna' take away everything that I had, I didn't have much chance to walk the straight path, but at least a high school or heck, a middle school diploma could have made life easier for me. So all I had was gang (at this he jerked a thumb at the croonies standing round the room), and you had it easy, and yet you _still _had to try and get in the way of my 'bullying'."

Without thinking, Helga said, "Get over it. You only got what was coming to you."

She was immediately knocked back, Damien's angry face filling her view as he shoved her hard to a chair. He growled and gnashed out a threat on her life. Helga's arms went up to defend herself, and she felt as if Bob's training was kicking in, her fist coming up to uppercut him only to be blocked by an arm.

_Oh yeah, that's right. He's got bodyguards._ She thought as two other guys worked to restrain her, rope from seemingly nowhere wrapping round her legs and arms, binding her to the chair.

"This is my revenge, Pataki." He spit the name out like it was foul-tasting. "And you are going to pay." He nodded to his accomplices, and they opened the nearest window before getting ready to toss her out.

"YOU LITTLE SHIT! YOU BELONG IN A LOONEY BIN!" She screamed hysterically as they lugged her chair to the window. It was better than getting stabbed to death or even being shot, but a fall from a two story building into people-drowning-waters below did _not _seem like a fair way to end things. She never got the chance to be loved by anyone, to tell someone that she loved them too, and never will because some fruit basket tied her into a chair and threw her out the window!

Her chair was being tilted backward, and the rain and wind howled furiously as if ready for the sacrifice. Helga squeezed her eyes shut, the rain pelting her head like searing icicles as her chair leaned dangerously backward, and she thought she could hear Phoebe sobbing and begging for some mercy, when gravity took hold.

At that instant, the door burst open, a newcomer forcing his way pass the surprised occupants. In slow motion, Helga's eyes opened and her head tilted up in time to see, through rain blurred vision, someone lean out of the window, before rushing wind yanked her hair forward, obscuring her view. It was seconds, but felt like whole minutes of terrifying stomach lurching falling when she finally hit the water.

It was deep, more than six feet of water at least, and the shock of cold caused Helga to gasp, water rushing into her mouth instead of air. Her arms jerked violently in their bindings, waiting to be released from this watery grave. She opened her eyes wildly, looked to what she thought was up, but couldn't see anything in the dark and swirling waters. The chair finally hit bottom, and she could feel the strong current rock her so that she continued to tumble through debris filled waters at the bottom.

She frantically tried to wiggle out of her bindings, or to at least stop herself from being tossed about in the currents. As it was, her chair was lying flat on its side, and she couldn't move her arm out from underneath her. Realizing that she couldn't escape death suddenly hit her as the pain of suffocation permeated her whole body.

Then she remembered the last thing she saw before she went under, the somber grey eyes of her mystery dance partner as they watched her fall. She could remember those eyes as clear as if he was right there next to her, but they were getting….fuzzier…fainter. Her chest felt tight with the lack of air and a pressure was building in her head. Her lungs screamed at her to breathe, but she resisted, knowing that it wouldn't help since she wasn't….those things….those things….that have…..gills? She couldn't think what they were called, only that she couldn't breathe and she needed to soon. She felt extremely tired all of a sudden and she felt her body go limp.

She wanted to sleep, but her body wouldn't let her. It was too busy screaming murder, and pain, and death at her for her to rest, and she thought she remembered something, or someone, but she couldn't think of his name. Her eyes were open, or were they closed? All they could see was darkness, but then like a screen that made a homemade movie look grainy and old, the darkness changed and it was more opaque and dull. And all Helga could think of was something stupid like how she couldn't turn in her homework assignment for fifth hour because she'd be dead. She still couldn't believe that this was the end….

Something was bothering her. It was telling her, wake the hell up already, not to give up, and for some reason cursing as it was it was telling her so. She wanted to tell it to shut up and leave her alone but it persisted. The sound got louder, until it no longer was just a distinct booming, but a clear voice over the waves. Someone was holding her against a flat surface, warm lips on her cold lifeless pink ones. It was breathing air into her lungs, and she felt like she was being forced back into life, especially when she had already decided that she'd given it up already and would die alone. She felt much too alive now, her body reacting to the water in her lungs like it was a virus, and suddenly she was leaning forward, hacking it up, taking in beautiful, crisp breathes of air greedily in its place.

After her heavy breathing subsided, she opened her eyes only to find the same distinct cloudy grey eyes that she'd thought about not too long ago when she thought she was dying. Her hands twitched before she weakly brought it to the warm hands that held both sides of her face. Her eyebrows furrowed confusedly at the familiarity of his face. Then softly she slid her delicate hands from his callous ones upon her face, down his muscular arms, to study his own, and traced the line of his jaw, his unmasked cheeks, the look of his mysterious grey eyes, the feel of his sandy hair. It was only until that moment where she could almost feel the pieces suddenly clicked into place.

"You're," Helga rasped, still searchingly. "You're… Br-" Suddenly Helga's blue eyes widened in recognition and almost fell back from trying to stagger away.

Brainy caught her from collapsing back and tucked one arm firmly but gently behind her waist. He knew that she distinguished his identity then and only sent her a sorry smile.

"Yes, Helga. Yes I am."


End file.
